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Microsoft’s proxy statement gives a meeting-related snapshot of certain large shareholders; Schedule 13G and 13G/A filings provide the underlying beneficial-ownership disclosures for institutional holders; and Forms 3, 4, and 5 cover insider holdings and changes. These documents do not all measure ownership the same way. To compare figures responsibly, check the document’s purpose, its measurement or event date, the type of ownership reported, and the accompanying footnotes.
How does Microsoft show who owns its stock in the proxy?
Microsoft’s proxy statement summarizes ownership information relevant to a shareholder meeting. Its 2025 proxy says the principal-shareholder table lists entities that beneficially own more than 5% of Microsoft common stock. The table reports amounts and the nature of beneficial ownership as of September 30, 2025, alongside the percentage of the class to be voted during the meeting.
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In that dated table, The Vanguard Group, Inc. is listed with 664,882,153 shares and 8.95%; BlackRock, Inc. is listed with 540,020,228 shares and 7.30%. Those figures describe what the 2025 proxy reported, not a live count of either institution’s holdings. The proxy’s table is a meeting disclosure, and its figures must be read in the context of the dates and definitions it provides.
The table is also not a comprehensive roster of every Microsoft shareholder. Its stated scope is entities above the specified ownership level. A reader should not treat the absence of a person or organization from this table as proof that it owns no Microsoft shares; the table is designed to identify a particular category of significant holders.
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What is the difference between the proxy table and Schedule 13G?
The proxy is a company-prepared summary for shareholders, while a Schedule 13G or 13G/A is a beneficial-ownership report filed by a reporting person. Microsoft’s proxy footnotes say its Vanguard and BlackRock figures are based on Schedule 13G/A filings. The underlying schedules are therefore important when you want to inspect how a holder’s reported ownership is characterized, rather than relying only on the proxy’s summary.
| Document | Main purpose in this context | What to check |
|---|---|---|
| Microsoft DEF 14A proxy | Meeting disclosure that summarizes principal shareholders and other information for shareholders. | The proxy table’s as-of date, percent of the class to be voted, scope of holders included, and footnotes identifying source filings. |
| Schedule 13G or 13G/A | Large-holder beneficial-ownership report; Microsoft’s proxy cites these filings for institutional-holder figures. | Reporting person, event date, aggregate shares, voting and dispositive powers, and any explanation of changes or amendments. |
| Forms 3, 4, and 5 | Insider ownership disclosures; Form 4 is the transaction-level statement of changes in beneficial ownership. | Filer identity and the reported holdings or change. A Form 4 is not the proxy’s large-holder summary. |
Microsoft’s filing index identifies DEF 14A as the official proxy and describes Form 4 as a statement of changes in beneficial ownership of securities. A cited Microsoft Form 4 identifies Microsoft Corporation as the issuer and Judson Althoff as the filer. That example illustrates the insider-reporting track, which is separate from the institutional-holder schedules cited in the proxy.
What do beneficial ownership, voting power, and dispositive power mean?
Beneficial ownership is a regulatory reporting concept; it should not automatically be read as a claim that the named reporting person has unrestricted economic ownership of every share in the total. The Microsoft proxy footnotes break out sole and shared voting power as well as sole and shared dispositive power for the cited institutional holders. Those categories describe different kinds of authority over shares.
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Voting power
Voting power concerns the ability to vote, or direct the voting of, shares. A filing may report that power as sole or shared. A shared-power figure does not mean the reporting person is the only party involved in making the voting decision.
Dispositive power
Dispositive power concerns the ability to dispose of shares or direct their disposition. It, too, may be reported as sole or shared. Because the voting and disposition categories describe distinct powers, a reader should inspect both rather than assuming that one number explains every aspect of a reported holding.
Aggregate ownership
Aggregate beneficial ownership is the filing’s overall reported amount under its applicable disclosure framework. It should be read with the power breakdown and explanatory notes. The categories are not interchangeable labels for cash value, economic exposure, or shares freely available to sell, and the figures should not be summed without checking how the filing defines and presents them.
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Where do Microsoft’s Vanguard and BlackRock percentages come from?
The 2025 proxy attributes the two institutional figures to Schedule 13G/A filings in its footnotes. It reports the associated share amounts and voting percentages in its own table, while the source schedules supply beneficial-ownership detail such as sole and shared voting power and sole and shared dispositive power. A proxy percentage is thus a dated summary tied to the proxy’s stated measurement context, not necessarily a percentage copied without adjustment from a schedule filed on the same date.
For a later illustration of why schedules must be read on their own terms, a Microsoft Schedule 13G filed April 30, 2026 identifies Microsoft common stock, an event date of March 31, 2026, and Vanguard Capital Management as a reporting person with 73,430,154 shares of sole voting power. That figure is a specific power field in a specific schedule. It is not directly comparable to the proxy’s Vanguard aggregate share amount or meeting-related percentage unless the reader first aligns the reporting person, ownership measure, and date.
How can you compare Microsoft ownership figures across filings?
Use the following sequence before deciding whether two numbers show a genuine change. A filing date tells you when a document was submitted; an as-of or event date tells you when the reported ownership information applies. Those dates can differ, and the distinction is essential.
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- Identify the document. Establish whether you are reading a DEF 14A proxy, a Schedule 13G/13G/A, or an insider form. The document’s purpose determines what its numbers are meant to disclose.
- Find the relevant date. Record the proxy’s as-of date or the schedule’s event date, not only the filing date. The proxy example uses September 30, 2025; the later Schedule 13G example identifies March 31, 2026 as its event date.
- Match the reporting person. Check the precise entity or person named in each document. A change in the named reporting entity can affect what appears to be a change in ownership.
- Match the measure. Compare aggregate shares with aggregate shares, voting power with voting power, or percentages with percentages only when the documents use comparable bases. Do not compare a sole-voting-power amount with a proxy’s total beneficial-ownership amount as if they were the same field.
- Read the footnotes and amendments. Look for the source schedule cited by a proxy and for explanations of changed reporting persons, reorganizations, or power allocations in later filings.
- State the limits of the comparison. If the dates, entity, or ownership measures differ, describe the figures as different disclosures rather than claiming that a holder bought or sold a specific number of shares.
Why can Microsoft ownership percentages change between filings?
A percentage can differ because the documents have different measurement dates or because they report different ownership fields. One may be a proxy’s meeting-related percentage and another a schedule’s ownership or power figure. Differences in the named reporting person or the schedule’s treatment of voting and dispositive authority also matter.
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Actual holdings can also change over time, and the cited documents do not establish a single real-time ownership total for every holder. New filings or amendments, share issuance, repurchases, or reporting-person reorganizations can affect the figures or their presentation. A claim about what changed must be grounded in filings that use comparable dates and measures.
Which Microsoft filing should you use for a particular question?
Choose the document that matches the question rather than treating all ownership disclosures as interchangeable.
- Who were the principal shareholders reported for the meeting? Start with the relevant year’s DEF 14A and read the table’s scope, date, and footnotes.
- What ownership powers did an institutional reporting person disclose? Read the applicable Schedule 13G or 13G/A, including its event date, power fields, and explanatory statements.
- What insider ownership change or transaction was reported? Look at the relevant Form 4 and verify the filer and transaction details. The Microsoft filing index describes Form 4 as a statement of changes in beneficial ownership.
- Where can you locate the company’s documents? Microsoft’s investor-relations page provides its fiscal-year 2025 annual report and proxy archive, and the Microsoft filing index links the underlying SEC documents. Use the document itself as the authority for its dates and reported fields.
What should you conclude from a reported ownership number?
A reported number is meaningful only with its reporting person, date, ownership definition, and document context attached. The proxy’s table is useful for its meeting-specific view of principal holders; a schedule is the direct place to examine an institutional reporting person’s beneficial-ownership detail; insider forms cover a different reporting category. None of these documents, taken alone, supplies a universal real-time total of all Microsoft stock ownership.
Frequently Asked Questions
Does a Microsoft Form 4 mean the named insider bought or sold shares?
Not necessarily. A Form 4 reports changes in beneficial ownership, and the filing’s transaction details must be read to determine what changed; the form’s existence alone does not establish that a purchase or sale occurred.
Can I use a Microsoft proxy statement to identify every individual shareholder?
No. The cited proxy table is scoped to entities beneficially owning more than 5% of Microsoft common stock, so it is not a complete shareholder register and does not identify every holder.
Does an institutional ownership filing show the exact economic stake of the named firm?
Not by itself. Beneficial-ownership reporting can reflect voting or investment authority, and the power fields and footnotes are needed before drawing conclusions about the named person’s economic ownership.
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