# Microsoft Corporation (MSFT) — Events Brief, FY26 Q3 (quarter ended 2026-03-31) Sourced from 8-K filings (CIK 0000789019), Oct 2024 – Jun 2026 (15 filings reviewed). ## Financial-statement filings Every quarterly-earnings 8-K in this window furnishes a press release (Exhibit 99.1) containing full **unaudited Income Statements, Comprehensive Income Statements, Balance Sheets, and Cash Flow Statements** (three- and nine/twelve-month periods, current + prior-year comparatives). Most relevant to FY26Q3: - **Accession 0001193125-26-191457** (filed 2026-04-29, Item 2.02) — Q3 FY26, quarter ended **2026-03-31** (the current period). Exhibit 99.1 has income statement, comprehensive income, balance sheet (as of 3/31/26 vs 6/30/25), and cash flow statement (3- and 9-month, FY26 vs FY25). - **Accession 0001193125-26-027198** (filed 2026-01-28, Item 2.02) — Q2 FY26, quarter ended 2025-12-31. Same four statements (3- and 6-month periods). - **Accession 0001193125-25-256310** (filed 2025-10-29, Item 2.02) — Q1 FY26, quarter ended 2025-09-30. Same four statements (3-month period only, first quarter of FY26). - **Accession 0000950170-25-100226** (filed 2025-07-30, Item 2.02) — Q4 FY25 / full FY25, quarter and year ended 2025-06-30. Same four statements, plus full fiscal-year 2025 totals. - **Accession 0000950170-25-061032** (filed 2025-04-30, Item 2.02) — Q3 FY25, quarter ended 2025-03-31 (prior-year comparison quarter). - **Accession 0000950170-25-010484** (filed 2025-01-29, Item 2.02) — Q2 FY25, quarter ended 2024-12-31. - **Accession 0000950170-24-118955** (filed 2024-10-30, Item 2.02) — Q1 FY25, quarter ended 2024-09-30. Also flagging a non-earnings statement filing: **Accession 0000950170-24-132722** (filed 2024-12-03, Item 8.01) — not a quarterly release, but Exhibit 99.1 is a full **recast of the FY2022–FY2024 Income Statement / Balance Sheet / Cash Flow Statement / segment data** from the FY24 Form 10-K, reissued solely to conform prior-period figures to Microsoft's new (Aug 2024) segment structure (folding Microsoft 365 Commercial into Productivity and Business Processes). Not a restatement of audited results — informational recast only. Old data (FY22–FY24), but useful if a reader needs segment-comparable historicals. --- ## 1. Q3 FY26 earnings (the current-quarter print) — filed 2026-04-29, accession 0001193125-26-191457 Quarter ended March 31, 2026, vs. year-ago quarter: - Revenue $82.9B, +18% Y/Y (+15% constant currency) - Operating income $38.4B, +20% Y/Y - GAAP net income $31.8B, +23% Y/Y; diluted EPS $4.27, +23% Y/Y (non-GAAP, excluding OpenAI investment impact: EPS $4.27, +21%) - Microsoft Cloud revenue $54.5B, +29% Y/Y; commercial remaining performance obligation (RPO) +99% Y/Y to $627B - Segment revenue: Productivity & Business Processes $35.0B (+17%); Intelligent Cloud $34.7B (+30%, Azure +40%); More Personal Computing $13.2B (‑1%, Windows OEM/Devices ‑2%, Xbox content/services ‑5%) - Capital returns: $10.2B to shareholders via dividends + buybacks in the quarter - Capex ("additions to property and equipment"): **$30.9B in the quarter** (vs $16.7B a year ago — nearly 2x), **$80.1B for the nine months** (vs $47.5B a year ago). This is the standout balance-sheet/cash-flow item of the period — AI/datacenter infrastructure spend continuing to accelerate sharply. - Balance sheet: total assets $694.2B (up from $619.0B at 6/30/25), cash+ST investments $78.3B (down from $94.6B), PP&E net $283.2B (up from $205.0B, reflecting the capex ramp) - CEO Nadella: AI business surpassed a $37B annual revenue run rate, +123% Y/Y. ## 2. Q2 FY26 earnings — filed 2026-01-28, accession 0001193125-26-027198 Quarter ended December 31, 2025, vs. year-ago quarter: - Revenue $81.3B, +17% Y/Y; Operating income $38.3B, +21% Y/Y - GAAP net income $38.5B, **+60% Y/Y**; diluted EPS $5.16, +60% Y/Y. Non-GAAP (ex-OpenAI impact) net income $30.9B, +23%; EPS $4.14, +24%. - The large GAAP/non-GAAP gap is explained in the release: Q2 FY26 GAAP results included a **$7.6B net gain (EPS +$1.02) from Microsoft's OpenAI investment**, versus a $939M net loss (EPS ‑$0.12) drag in the year-ago quarter. This is a large non-operating, non-cash swing tied to the fair-value/equity-method accounting for the OpenAI stake — worth separating from core operating performance. - Microsoft Cloud revenue $51.5B (crossed $50B for the first time), +26% Y/Y; commercial RPO +110% Y/Y to $625B - Capital returned to shareholders: $12.7B in the quarter, +32% Y/Y ## 3. Q1 FY26 earnings — filed 2025-10-29, accession 0001193125-25-256310 Quarter ended September 30, 2025, vs. year-ago quarter: - Revenue $77.7B, +18% Y/Y; Operating income $38.0B, +24% Y/Y - GAAP net income $27.7B, +12% Y/Y (EPS $3.72, +13%); non-GAAP (ex-OpenAI) net income $30.8B, +22% (EPS $4.13, +23%) - Same 8-K also furnished (Item 7.01, Reg FD) a blog post and an investor presentation — see Microsoft–OpenAI item below. ## 4. Microsoft–OpenAI partnership restructuring — dated 2025-10-28, disclosed in accession 0001193125-25-256310 (Exhibit 99.2) Material, non-earnings news bundled into the Q1 FY26 8-K under Item 7.01 (Reg FD): Microsoft and OpenAI signed a new definitive agreement restructuring their relationship, alongside OpenAI's conversion to a public-benefit corporation (PBC) and recapitalization. - Following recapitalization, Microsoft holds an investment in OpenAI Group PBC valued at **approximately $135 billion**, representing roughly **27% on an as-converted diluted basis** (was ~32.5% pre-recapitalization/funding rounds). - OpenAI remains Microsoft's frontier-model partner; Microsoft keeps exclusive IP rights and Azure API exclusivity until AGI is declared (AGI declaration now to be verified by an independent expert panel). - Microsoft's product/model IP rights extended through 2032 (including post-AGI models, with safety guardrails); research IP rights run until AGI verification or 2030, whichever comes first. - OpenAI has contracted to purchase an **incremental $250B of Azure services**; Microsoft no longer has right-of-first-refusal as OpenAI's compute provider. - OpenAI can now jointly develop products with third parties (API products with third parties stay Azure-exclusive; non-API products can run on any cloud), release open-weight models meeting certain criteria, and provide API access to US government national-security customers regardless of cloud provider. - Revenue-share agreement continues until AGI verification, with payments now spread over a longer period. This is the single largest strategic/structural item in the filing window and underpins the OpenAI-related GAAP earnings swings seen in Q1–Q3 FY26. ## 5. Q4 FY25 / full fiscal-year 2025 earnings — filed 2025-07-30, accession 0000950170-25-100226 Quarter ended June 30, 2025 vs. year-ago quarter: revenue $76.4B (+18%), operating income $34.3B (+23%), net income $27.2B (+24%), diluted EPS $3.65 (+24%). Microsoft Cloud revenue $46.7B (+27%). $9.4B returned to shareholders in the quarter. Full FY2025 (year ended 2025-06-30): revenue $281.7B (+15%), operating income $128.5B (+17%), net income $101.8B (+16%), diluted EPS $13.64 (+16%). Azure surpassed $75B in annual revenue, +34% Y/Y. ## 6. Board and governance changes - **2026-06-02** (accession 0001193125-26-258667, filed 2026-06-05): Director **Reid Hoffman** informed the Company he will not stand for re-election at the 2026 Annual Meeting; continues serving until that meeting. Company states no disagreement with management. - **2026-05-13** (accession 0001193125-26-224155, filed 2026-05-14): Board appointed **Carmine Di Sibio** to the Board of Directors, effective 2026-05-13; will serve on Audit and Compensation Committees. Standard director compensation and indemnification arrangement; no related-party arrangement disclosed. - **2025-12-05 Annual Shareholders Meeting** (accession 0001193125-25-311196, filed 2025-12-08): All 12 director nominees re-elected (support ranged 91.53%–99.49% for; Hugh Johnston lowest at 91.53%, Satya Nadella 93.46%). Shareholders approved (advisory) NEO compensation (91.94% for), ratified Deloitte & Touche as auditor for FY2026, and approved the new **2026 Stock Plan** (replacing the 2017 Stock Plan in full). Seven shareholder proposals (AI/censorship risk audit, AI misinformation/data-usage oversight, human-rights due diligence/data-operations reports, AI/ML tools for oil & gas) were all **not approved** (support ranged ~0.7%–27%). - **2025-09-24** (accession 0001193125-25-225125, filed 2025-09-30): Director **Carlos A. Rodriguez** (then Chair of Compensation Committee, Audit Committee member) informed the Company he would not stand for re-election at the 2025 Annual Meeting, for personal reasons; no disagreement with management cited. - **2025-01-22** (accession 0001193125-25-010492, filed 2025-01-22): **Christopher D. Young** resigned as EVP, Business Development, Strategy, and Ventures, effective immediately; remained employed through end of March 2025 for transition support. - **2024-12-10 Annual Shareholders Meeting** (accession 0001193125-24-275524, filed 2024-12-11): All 12 director nominees re-elected; advisory NEO-comp vote approved (91.34% for); Deloitte & Touche ratified as FY2025 auditor. Six shareholder proposals (weapons-development risk, bitcoin investment assessment, human-rights hotspots, AI/ML for oil & gas, AI misinformation, AI data-sourcing accountability) all **not approved**. ## 7. Other items - **2025-07-01** (accession 0001193125-25-154103, filed 2025-07-01): Board amended the Company's **Bylaws** (Item 5.03) to add a cure process for deficiencies in shareholder director-nomination notices. Administrative/governance, not financial. - **2024-12-10** (disclosed in accession 0001193125-24-275524, Item 7.01): Following GM's announcement it would realign its autonomous-driving strategy and stop funding Cruise's robotaxi development (pursuing buyout of minority investors), Microsoft — a minority Cruise investor since a Jan 2021 investment — flagged an expected **~$800M impairment charge** in Q2 FY2025 (negative ~$0.09 EPS impact), not included in prior guidance. This predates the FY26Q3 window by over a year and is noted only for continuity; it was already reflected in FY2025 results reported above. - **2024-12-03** (accession 0000950170-24-132722, Item 8.01): Non-news financial-statement recast filing — see Financial-statement flag section above. Filed solely to conform FY22–FY24 figures to the new segment structure ahead of future registration/proxy statements; explicitly not a restatement. --- ## What's NOT in these filings No M&A signings or closings, no debt issuance/redemption, no dividend-rate change announcement, no impairments (other than the FY2025 Cruise item noted above), no going-concern/covenant items, and no restructuring/segment-change 8-K beyond the recast filing, appear in this filing set for the FY26Q3 window. If there has been widely-reported news since the last 8-K (filed 2026-06-05) that isn't reflected here, it postdates the filings pulled and was not verified against a primary source.