Microsoft Corporation (MSFT) Events

Filings that contain financial statements

• 8-K, accession 0000950170-24-118955 (filed October 30, 2024), Exhibit 99.1 furnishes the earnings release for the quarter ended September 30, 2024 (fiscal Q1 2025), with full income statement, balance sheet, and cash flow statement tables.
• 8-K, accession 0000950170-24-132722 (filed December 3, 2024), Filed under Item 8.01 to recast the consolidated financial statements for each of fiscal years 2022–2024 to conform to a segment-reporting change (commercial Microsoft 365 moved into Productivity and Business Processes). Exhibit 99.1 contains a complete recast set of audited financial statements, consolidated balance sheets, income statements, cash flow statements, and stockholders' equity statements, plus segment and other notes, accompanied by a new auditor consent (Exhibit 23.1). The filing states explicitly this is a recast for presentation purposes only and is not a restatement of previously issued financial statements.
• 8-K, accession 0000950170-25-010484 (filed January 29, 2025), Exhibit 99.1 furnishes the earnings release for the quarter ended December 31, 2024 (fiscal Q2 2025), with full income statement, balance sheet, and cash flow statement tables.
• 8-K, accession 0000950170-25-061032 (filed April 30, 2025), Exhibit 99.1 furnishes the earnings release for the quarter ended March 31, 2025 (fiscal Q3 2025), with full income statement, balance sheet, and cash flow statement tables.
• 8-K, accession 0000950170-25-100226 (filed July 30, 2025), Exhibit 99.1 furnishes the earnings release for the quarter and fiscal year ended June 30, 2025 (fiscal Q4/FY2025), with full income statement, balance sheet, and cash flow statement tables.
• 8-K, accession 0001193125-25-256310 (filed October 29, 2025), Exhibit 99.1 furnishes the earnings release for the quarter ended September 30, 2025 (fiscal Q1 2026), with full income statement, balance sheet, and cash flow statement tables, plus a GAAP-to-non-GAAP reconciliation isolating the impact of Microsoft's OpenAI investment.
• 8-K, accession 0001193125-26-027198 (filed January 28, 2026), Exhibit 99.1 furnishes the earnings release for the quarter ended December 31, 2025 (fiscal Q2 2026), with full income statement, balance sheet, and cash flow statement tables, plus the same GAAP/non-GAAP OpenAI reconciliation.
• 8-K, accession 0001193125-26-191457 (filed April 29, 2026), Exhibit 99.1 furnishes the earnings release for the quarter ended March 31, 2026 (fiscal Q3 2026), with full income statement, balance sheet, and cash flow statement tables, plus the GAAP/non-GAAP OpenAI reconciliation. This is the same period covered by the most recently filed Form 10-Q. No 8-K for a quarter later than March 31, 2026 has been filed to date.

Earnings results

Microsoft's fiscal year ends June 30; results below are furnished each quarter via Exhibit 99.1 to an 8-K filed under Item 2.02.

• October 30, 2024 (accession 0000950170-24-118955), Q1 FY2025 (quarter ended September 30, 2024): revenue $65.6 billion (+16%), operating income $30.6 billion (+14%), net income $24.7 billion (+11%), diluted EPS $3.30 (+10%). Microsoft Cloud revenue reached $38.9 billion, up 22%.
• January 29, 2025 (accession 0000950170-25-010484), Q2 FY2025 (quarter ended December 31, 2024): revenue $69.6 billion (+12%), operating income $31.7 billion (+17%), net income $24.1 billion (+10%), diluted EPS $3.23 (+10%). Management cited an AI business annual revenue run rate exceeding $13 billion, up 175% year-over-year.
• April 30, 2025 (accession 0000950170-25-061032), Q3 FY2025 (quarter ended March 31, 2025): revenue $70.1 billion (+13%), operating income $32.0 billion (+16%), net income $25.8 billion (+18%), diluted EPS $3.46 (+18%). Microsoft Cloud revenue was $42.4 billion, up 20%.
• July 30, 2025 (accession 0000950170-25-100226), Q4 and full fiscal year 2025 (quarter ended June 30, 2025): quarterly revenue $76.4 billion (+18%), operating income $34.3 billion (+23%), net income $27.2 billion (+24%), diluted EPS $3.65 (+24%). Azure surpassed $75 billion in annual revenue, up 34%; Microsoft Cloud revenue for the quarter reached $46.7 billion, up 27%.
• October 29, 2025 (accession 0001193125-25-256310), Q1 FY2026 (quarter ended September 30, 2025): revenue $77.7 billion (+18%), operating income $38.0 billion (+24%). GAAP net income was $27.7 billion (+12%) and GAAP diluted EPS $3.72 (+13%); on a non-GAAP basis excluding the impact of Microsoft's OpenAI investment, net income was $30.8 billion (+22%) and diluted EPS $4.13 (+23%). The OpenAI investment reduced GAAP net income by roughly $3.1 billion in the quarter.
• January 28, 2026 (accession 0001193125-26-027198), Q2 FY2026 (quarter ended December 31, 2025): revenue $81.3 billion (+17%), operating income $38.3 billion (+21%). GAAP net income was $38.5 billion (+60%) and GAAP diluted EPS $5.16 (+60%); non-GAAP net income (excluding the OpenAI investment impact) was $30.9 billion (+23%) and non-GAAP diluted EPS $4.14 (+24%). The large GAAP/non-GAAP gap reflects a roughly $7.6 billion positive swing in the carrying value of the OpenAI investment during the quarter. Microsoft Cloud revenue crossed $50 billion for the first time.
• April 29, 2026 (accession 0001193125-26-191457), Q3 FY2026 (quarter ended March 31, 2026): revenue $82.9 billion (+18%), operating income $38.4 billion (+20%), net income $31.8 billion (+23% GAAP), diluted EPS $4.27 (+23% GAAP; +21% non-GAAP). Management cited an AI business annual revenue run rate surpassing $37 billion, up 123% year-over-year, and Microsoft Cloud revenue of $54.5 billion, up 29%.

Since Q1 FY2026, Microsoft has reported both GAAP and non-GAAP results because its equity-method investment in OpenAI now produces material, and volatile, mark-to-market-like swings in reported net income and EPS from quarter to quarter; the non-GAAP figures back out that investment's impact for comparability.

OpenAI partnership restructuring

On October 28, 2025, Microsoft and OpenAI signed a new definitive agreement restructuring their partnership, disclosed in an 8-K filed October 29, 2025 (accession 0001193125-25-256310, Item 7.01). Key points from the accompanying investor materials:

• Microsoft supports OpenAI's formation of a public benefit corporation and related recapitalization. Following the recapitalization, Microsoft's stake in OpenAI Group PBC is valued at approximately $135 billion, representing roughly 27% on an as-converted diluted basis (versus 32.5% before the funding rounds tied to the recapitalization).
• OpenAI remains Microsoft's frontier-model partner, and Microsoft's exclusive Azure API rights continue until Artificial General Intelligence (AGI) is declared; AGI declarations will now be verified by an independent expert panel rather than solely by OpenAI's board.
• Microsoft's intellectual-property rights to OpenAI's models and products are extended through 2032, including certain post-AGI models, subject to safety guardrails; rights to consumer hardware are excluded.
• OpenAI has contracted to purchase an incremental $250 billion of Azure services, and Microsoft's prior right of first refusal to be OpenAI's exclusive compute provider has been removed, allowing OpenAI to jointly develop some products with third parties and to provide API access to U.S. government national-security customers regardless of cloud provider.
• The existing revenue-share arrangement between the two companies continues until AGI is verified, with payments extended over a longer period.

Segment reporting change

Effective fiscal year 2025, Microsoft realigned its reportable segments, most notably moving the commercial components of Microsoft 365 into the Productivity and Business Processes segment (first described in an August 2024 8-K). To support subsequent SEC filings that incorporate prior-period financials, Microsoft filed an 8-K on December 3, 2024 recasting its audited consolidated financial statements for fiscal years 2022 through 2024 onto the new segment structure (accession 0000950170-24-132722; see the financial-statements list above). The filing states this recast does not restate previously issued financial statements and does not reflect any events after the original Form 10-K for fiscal 2024 was filed.

Governance and board matters

• December 10, 2024 Annual Shareholders Meeting (8-K filed December 11, 2024, accession 0001193125-24-275524): shareholders re-elected all 12 director nominees, approved (on an advisory basis) executive compensation, and ratified Deloitte & Touche LLP as independent auditor for fiscal 2025. Five shareholder proposals, covering weapons-development risk reporting, a bitcoin investment assessment, human-rights data operations, AI use in oil and gas development, and AI misinformation, were not approved.
• January 22, 2025 (8-K accession 0001193125-25-010492): Christopher D. Young resigned as Executive Vice President, Business Development, Strategy, and Ventures, effective immediately, remaining employed through the end of March 2025 to support the transition.
• July 1, 2025 (8-K accession 0001193125-25-154103): the Board amended Microsoft's bylaws, effective July 1, 2025, to add a cure process allowing shareholders to correct certain deficiencies in director-nomination notices within the specified notice period.
• September 24, 2025 (8-K accession 0001193125-25-225125): director Carlos A. Rodriguez informed the company he would not stand for re-election at the 2025 Annual Shareholders Meeting, for personal reasons unrelated to any disagreement with management.
• December 5, 2025 Annual Shareholders Meeting (8-K filed December 8, 2025, accession 0001193125-25-311196): shareholders approved the Microsoft Corporation 2026 Stock Plan, which replaces the 2017 Stock Plan in its entirety.
• May 13–14, 2026 (8-K accession 0001193125-26-224155): the Board appointed Carmine Di Sibio, former global chairman and CEO of EY, as a director, serving on the Audit and Compensation Committees; the appointment expands the board to 13 members.
• June 2, 2026 (8-K accession 0001193125-26-258667): director Reid Hoffman, a board member since 2017, informed the company he would not stand for re-election at the 2026 Annual Shareholders Meeting, for reasons unrelated to any disagreement with management.

Note on capital returns and other developments

No 8-K in this period discloses a share-repurchase authorization, a dividend increase, debt issuance/redemption, an impairment, a restructuring or workforce reduction, or a going-concern or debt-covenant matter. Both capital-return actions did occur and are disclosed instead in the Form 10-Q for the quarter ended March 31, 2026 (accession 0001193125-26-191507): the quarterly dividend rose to $0.91 per share (from $0.83 per share) beginning with the dividend declared September 15, 2025, and $44.0 billion remained available under the $60.0 billion share-repurchase program the Board approved September 16, 2024. Widely reported developments in Microsoft's business during this period, such as ongoing AI infrastructure capital-spending commentary and cloud capacity discussions, are addressed only within the quarterly earnings materials cited above; no additional current-event filings on those topics have been made to date.