8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 13, 2026

Microsoft Corporation

(425) 882-8080

www.microsoft.com/investor

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(d) On May 14, 2026, Microsoft Corporation (the “Company”) issued a press release to announce that the Company’s Board of Directors appointed Carmine Di Sibio to its Board of Directors, effective May 13, 2026. Mr. Di Sibio will serve on the Audit Committee and the Compensation Committee of the Board.

Mr. Di Sibio will receive the same compensation as other non-employee Microsoft directors as described in the Microsoft 2025 Proxy Statement under “Director Compensation.”

There is no arrangement or understanding between Mr. Di Sibio and any other persons pursuant to which he was selected as a director. Mr. Di Sibio has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Di Sibio and Microsoft will enter into the standard Microsoft director indemnification agreement, whereby Microsoft agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their board service, subject to the terms and conditions provided in the agreement.

(d) Exhibits:

SIGNATURE

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.

EX-99.1

Exhibit 99.1

Microsoft announces appointment of Carmine Di Sibio to board of directors

REDMOND, Wash. — May 14, 2026 — Microsoft Corp. on Thursday announced the appointment of Carmine Di Sibio, former global chairman and CEO of EY, to the Microsoft board of directors. He will serve on both the Compensation Committee and Audit Committee, bringing expertise in financial services, risk oversight and global client leadership to meet the evolving needs of our customers while advancing Microsoft’s mission to empower every person and organization to achieve more. With Di Sibio’s appointment, the Microsoft board of directors has been expanded to 13 members.

“Our board will immediately benefit from Carmine’s deep financial expertise, global lens and decades of advising organizations through real complexity,” said Sandra Peterson, Microsoft lead independent director. “His addition strengthens the board, and we look forward to working with him.”

“Carmine has spent four decades advising some of the world’s most complex organizations on strategy, financial risk and global growth,” said Satya Nadella, chairman and CEO, Microsoft. “That depth of experience will strengthen our board as we work to deliver on our mission and meet the evolving needs of our customers.”

Di Sibio joined EY in 1985, leading to a four-decade career at the company. Before becoming the CEO and global chairman of EY, Di Sibio held various leadership positions including the global managing partner in Client Services, leading the execution of the organization’s global strategy, as well as the chair of the Global Financial Services Markets and the regional managing partner for the Americas Financial Services Organization (FSO). He brings decades of global leadership experience advising leading companies on strategy and risk management.

Di Sibio holds a Bachelor of Arts in chemistry from Colgate University and an MBA from New York University’s Stern School of Business. He is also an independent director on the boards of PayPal Holdings, Inc., Prudential Financial, Inc. and Evolver, in addition to board member positions at Hackensack Meridien Hospital, Colgate University and Wake Forest University Business School.

Microsoft (Nasdaq “MSFT” @microsoft) creates platforms and tools powered by AI to deliver innovative solutions that meet the evolving needs of our customers. The technology company is committed to making AI available broadly and doing so responsibly, with a mission to empower every person and every organization on the planet to achieve more.

For more information, press only:

Microsoft Media Relations, We. Communications, (425) 638-7777,

rapidresponse@wecommunications.com

For moreinformation, financial analysts and investors only:

Investor Relations, Microsoft, (425) 706-4400

Note to editors: For more information, news and perspectives from Microsoft, please visit Microsoft Source at https://news.microsoft.com/source. Web links, telephone numbers and titles were correct at time of publication but may since have changed. Shareholder and financial information is available at http://www.microsoft.com/en-us/investor.