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Microsoft reports stock ownership through several documents that answer different questions. Its annual DEF 14A proxy statement gives shareholders a meeting-date snapshot of entities owning more than 5% of Microsoft common stock. Schedule 13G and 13G/A filings provide the underlying beneficial-ownership disclosures for large institutional holders, while Forms 3, 4, and 5 disclose directors’ and officers’ holdings and changes. The figures are comparable only after you check each document’s as-of or event date, the type of ownership being measured, voting and dispositive powers, and the footnotes that explain who is included.
What does Microsoft’s proxy statement show about who owns its stock?
Microsoft’s annual proxy is a meeting document, not a live ownership ledger. In the 2025 proxy, Microsoft says its principal-shareholder table lists “all entities that are the beneficial owner of more than 5% of Microsoft common stock.” The table reports the amount and nature of beneficial ownership as of September 30, 2025, together with the percentage of the class to be voted during the shareholder meeting.
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The 2025 principal-shareholder figures
| Entity named in Microsoft’s 2025 proxy | Shares shown | Percentage shown | Measurement qualification |
|---|---|---|---|
| The Vanguard Group, Inc. | 664,882,153 | 8.95% | Beneficial ownership as of September 30, 2025; percentage of the class to be voted at the meeting |
| BlackRock, Inc. | 540,020,228 | 7.30% | Beneficial ownership as of September 30, 2025; percentage of the class to be voted at the meeting |
Those numbers are the proxy’s dated summary. They are not a real-time count of shares held on the day you read the document, and they should not be treated as a complete list of every shareholder. The table is focused on entities above the stated 5% threshold and on the ownership information relevant to the meeting.
Why the proxy uses the term “beneficial owner”
Beneficial ownership is a regulatory concept. It can include the power to vote shares, the power to dispose of or direct the disposition of shares, or both. A beneficial owner may therefore be reported as having influence over securities without holding every share directly in its own name or possessing unrestricted economic ownership of each share.
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Microsoft’s proxy footnotes break the figures into sole voting power, shared voting power, sole dispositive power, and shared dispositive power. Those categories matter because an institution can have voting authority over one group of shares and investment authority over another. Read the footnotes before interpreting the headline total as a simple cash investment.
Where do Microsoft’s Vanguard and BlackRock percentages come from?
The proxy footnotes state that the Vanguard and BlackRock figures are based on their Schedule 13G/A filings. The proxy therefore serves as a convenient meeting-date summary, while the schedules are the source disclosures that describe how the reporting persons hold voting and dispositive powers.
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A proxy may use the most recent ownership information available for its meeting materials and present it in a compact table. The associated 13G or 13G/A can contain a different breakdown, a different reporting-person name, and a different measurement date. A later amendment can also supersede the filing that the proxy originally cited.
For example, the 8.95% Vanguard figure and 7.30% BlackRock figure are tied to Microsoft’s 2025 proxy and its September 30, 2025 ownership date. They should not be compared directly with a 2026 schedule without first aligning the dates, share-class denominator, and ownership fields.
What is the difference between a proxy statement, Schedule 13G, and Form 4?
Each document has a distinct purpose. The proxy explains ownership that matters for a shareholder meeting; Schedule 13G or 13G/A reports large-holder beneficial ownership to the SEC; and Form 4 records an insider’s changes in beneficial ownership and transactions.
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| Document | Primary purpose | Typical filer or coverage | What the reader should extract |
|---|---|---|---|
| DEF 14A proxy statement | Meeting disclosure and voting information | The issuer, including Microsoft, summarizing principal holders and other matters for shareholders | Which entities exceed the stated ownership threshold, the proxy’s as-of date, shares, percentage of class to be voted, and footnotes |
| Schedule 13G or 13G/A | Large-holder beneficial-ownership report | Institutional or other qualifying reporting persons; amendments update earlier reports | Aggregate shares, sole/shared voting power, sole/shared dispositive power, reporting-person identity, event date, and amendment explanations |
| Form 3 | Initial insider ownership statement | A director, officer, or other covered insider when reporting begins | The insider’s starting holdings and ownership form |
| Form 4 | Statement of changes in beneficial ownership | Directors, officers, and other covered insiders | Transactions that change the insider’s holdings, including the transaction date, amount, and resulting ownership |
| Form 5 | Annual insider ownership statement | Covered insiders reporting transactions or holdings not previously reported on Forms 3 or 4 | Annual updates and any reportable items omitted from earlier filings |
Microsoft’s filing index labels DEF 14A as the official proxy and Form 4 as a “Statement of changes in beneficial ownership of securities.” A cited Form 4 identifies Microsoft Corporation as the issuer and Judson Althoff as the filer, illustrating that Form 4 is an insider filing rather than an institutional-holder schedule.
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Start with the aggregate number, then examine the four power categories and the footnotes. “Sole” generally means the reporting person claims that authority alone; “shared” means the authority is exercised with another person or entity. The filing’s definitions and footnotes control the precise legal meaning.
Aggregate beneficial ownership
This is the headline amount attributed to the reporting person under the applicable beneficial-ownership rules. It may combine shares over which the person has voting power, investment power, or both. It is not automatically the same as shares registered directly in the institution’s name.
Voting power
Sole voting power is the number of shares for which the reporting person claims the right to vote alone. Shared voting power is the number for which that right is shared. A filing can therefore show a large aggregate position but a smaller sole-voting figure.
Dispositive power
Sole dispositive power concerns the right to sell or otherwise direct the disposition of shares without sharing that authority. Shared dispositive power indicates that another person or entity participates in that decision. Dispositive power is an investment-control concept, not a statement that a sale occurred.
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Why the categories may not add up the way you expect
The same shares can be described across overlapping regulatory categories, and a reporting group can include parent companies, subsidiaries, investment advisers, or separate business units. Do not add every sole and shared number together unless the filing specifically indicates that the figures are non-overlapping.
Why does Microsoft’s ownership percentage change between filings?
Most changes have a straightforward explanation: the documents use different measurement dates, denominators, reporting-person groupings, or ownership definitions. Corporate actions, share issuance, repurchases, amendments, and internal reorganizations can also change the number or the name shown.
Different as-of and event dates
The 2025 proxy uses September 30, 2025. A Microsoft Schedule 13G filed April 30, 2026 identifies an event date of March 31, 2026. Those dates are roughly six months apart, so the two figures describe different points in time. A percentage can move even when an institution’s investment strategy has not materially changed.
Different measurement fields
The proxy emphasizes shares and the percentage of the class to be voted at the meeting. A 13G may emphasize aggregate beneficial ownership and separate voting and dispositive powers. Comparing a proxy’s aggregate figure with a schedule’s sole-voting figure is an apples-to-oranges comparison.
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A March 27, 2026 Schedule 13G/A explains that a Vanguard internal realignment led certain subsidiaries or business divisions to report beneficial ownership separately. A later filing can therefore change the apparent holder name or aggregate presentation even when the broader investment strategy is continuous. Read the amendment’s explanation before concluding that shares were bought or sold.
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What does the 2026 Vanguard Schedule 13G actually report?
The Schedule 13G filed April 30, 2026 identifies Microsoft common stock, gives March 31, 2026 as the event date, and names Vanguard Capital Management as a reporting person. It reports 73,430,154 shares of sole voting power.
That 73,430,154 figure is a specific power category for a named reporting person. It is not a replacement for the 664,882,153-share Vanguard amount shown in Microsoft’s 2025 proxy, which is a proxy-table beneficial-ownership figure for a different date and reporting presentation. To reconcile them, inspect the schedule’s aggregate ownership fields, all reporting persons, and the filing’s footnotes.
How can I compare Microsoft ownership numbers without making a mistake?
Use the following sequence whenever you place two Microsoft ownership figures side by side.
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- Identify the document. Note whether the number comes from a DEF 14A, Schedule 13G, Schedule 13G/A, Form 3, Form 4, or Form 5.
- Record the relevant date. Write down the proxy’s as-of date or the schedule’s event date. The filing date alone is not enough.
- Classify the filer. Determine whether the filer is an institutional reporting person, a parent or subsidiary, or a Microsoft insider.
- Match the ownership measure. Compare aggregate beneficial ownership with aggregate beneficial ownership, or sole voting power with sole voting power. Do not mix categories.
- Check the denominator. Confirm whether the percentage is the percent of the class to be voted at the meeting or a percentage calculated in the schedule.
- Read every relevant footnote. Look for shared authority, affiliated entities, securities that may be treated as beneficially owned, and amendment explanations.
- Check for a later amendment. A 13G/A may update or reorganize the information in an earlier 13G, and a proxy may cite an earlier schedule.
- State the limitation in your notes. If the dates or ownership fields differ, label the figures as non-comparable rather than presenting a false trend.
What are the most common mistakes when reading Microsoft’s filings?
- Treating the proxy as real-time ownership: The proxy is prepared for a particular meeting and uses a stated historical date.
- Reading beneficial ownership as unrestricted economic ownership: Voting or dispositive authority can support beneficial ownership without meaning the filer owns every share outright.
- Comparing filing dates instead of measurement dates: The date on which a document was filed may differ materially from the as-of or event date inside it.
- Adding sole and shared categories: Overlapping categories can cause double counting.
- Assuming a new holder name proves a trade: An amendment may reflect an internal realignment or a change in reporting persons.
- Using an insider Form 4 as an institutional-ownership source: Form 4 is designed to report a covered insider’s transactions and resulting holdings.
- Ignoring the meeting denominator: A proxy’s percentage of the class to be voted is tied to the meeting context and is not necessarily a market-value percentage or a perpetual ownership ratio.
Where should I find the underlying Microsoft documents?
Use Microsoft’s investor-relations archive for the fiscal-year 2025 annual report and proxy materials, then use the company’s filing index to locate the underlying SEC documents. The index distinguishes the DEF 14A proxy from Form 4 insider statements, while the SEC schedules provide the detailed institutional-holder disclosures cited in the proxy footnotes.
For a current ownership check, start with the newest available filing, not the 2025 proxy alone. Preserve the document date, event or as-of date, reporting-person name, and ownership fields in your notes so that a later amendment can be compared accurately.
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What conclusion can be drawn from Microsoft’s ownership reporting?
Microsoft does not publish one universal ownership number that remains valid across every document. The DEF 14A is the best starting point for the meeting-date picture of holders above 5%; Schedule 13G and 13G/A filings provide the institutional detail behind that picture; and Forms 3, 4, and 5 track insider ownership and transactions. The correct interpretation comes from matching dates, ownership powers, reporting persons, and footnotes before drawing a trend.
Frequently Asked Questions
What does “percent of class to be voted during the meeting” mean in Microsoft’s proxy?
It is a meeting-specific voting denominator, not a statement of the company’s market value or a guarantee that the holder will retain the same percentage afterward. The proxy’s number should be read with the meeting date and the accompanying ownership footnotes.
Can a Form 4 tell me how much Microsoft stock all employees own?
No. A Form 4 reports a covered insider’s beneficial-ownership changes and transactions. It does not aggregate employee holdings or replace institutional schedules such as Schedule 13G.
Why might the same institution appear under several names in Microsoft filings?
A parent company, investment adviser, subsidiary, or business division may report separately, especially after an internal realignment. The amendment’s reporting-person section and footnotes explain whether the entries overlap.
Should I use the proxy or the latest Schedule 13G to estimate current ownership?
Use the latest relevant filing for the date you are analyzing, while treating the proxy as the meeting-specific summary. Neither document alone establishes a continuously updated, real-time total for every holder.
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