MSFT

• Q4 operating income was $40.6 billion, up 18%; net income was $35.8 billion GAAP, up 31%.
• Diluted EPS was $4.81 GAAP, up 32%; non-GAAP EPS was $4.74, up 23%.
• Microsoft Cloud revenue was $59.3 billion, up 27%; Azure revenue surpassed $100 billion for the fiscal year.
• Fiscal year 2026 revenue was $331.8 billion, up 18%; diluted EPS was $17.95 GAAP, up 32%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Reid Hoffman, a Microsoft board member since 2017, informed the company on June 2, 2026, that he will not stand for re-election at the 2026 annual shareholder meeting.
• Hoffman will continue serving as a director until the annual meeting.
• The company thanked Hoffman for his contributions during his tenure.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Carmine Di Sibio was appointed to Microsoft's board of directors effective May 13, 2026.
• Di Sibio is the former global chairman and CEO of EY, with a four-decade career at the firm.
• He will receive the same compensation as other non-employee Microsoft directors, as described in the 2025 Proxy Statement.
• With his appointment, the Microsoft board has expanded to 13 members.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Operating income was $38.4 billion, up 20% (16% in constant currency).
• Net income was $31.8 billion, up 23% on a GAAP basis and 20% (18% in constant currency) on a non-GAAP basis.
• Diluted EPS was $4.27, up 23% on a GAAP basis and 21% (18% in constant currency) on a non-GAAP basis.
• Microsoft Cloud revenue was $54.5 billion, up 29% (25% in constant currency); AI business surpassed $37 billion annual revenue run rate, up 123% year-over-year.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Operating income was $38.3 billion, up 21% (19% in constant currency).
• GAAP net income was $38.5 billion, up 60%; non-GAAP net income was $30.9 billion, up 23% (21% in constant currency).
• Diluted EPS was $5.16 GAAP (up 60%) and $4.14 non-GAAP (up 24%, 21% in constant currency).
• Microsoft Cloud revenue reached $51.5 billion, up 26% (24% in constant currency); commercial remaining performance obligation grew 110% to $625 billion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• At the December 5, 2025 Annual Meeting, shareholders approved the 2026 Stock Plan, replacing the 2017 Stock Plan.
• Advisory say-on-pay vote approved with 91.94% support.
• Deloitte & Touche LLP ratified as independent auditor for fiscal year 2026.
• All six shareholder proposals were not approved.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders

• Operating income was $38.0 billion, up 24% (22% in constant currency).
• GAAP net income was $27.7 billion, up 12%; non-GAAP net income was $30.8 billion, up 22% (21% in constant currency).
• Diluted EPS was $3.72 GAAP (up 13%) and $4.13 non-GAAP (up 23%, 21% in constant currency).
• Microsoft Cloud revenue grew 26% to $49.1 billion; commercial remaining performance obligation increased 51% to $392 billion.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Carlos A. Rodriguez informed Microsoft on September 24, 2025, that he will not stand for re-election at the 2025 annual shareholder meeting.
• He will continue serving as a director until the annual meeting.
• Rodriguez currently serves as Chair of the Compensation Committee and a member of the Audit Committee.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements