Capital Markets · Report

MICROSOFT CORP files 424B2: prospectus (424B)

Prospectus — pricing and terms of a securities offering.

Official disclosureSlicast · November 2, 2026 at 12:00 UTC · US · Source: SEC EDGAR · MSFT

Prospectus Supplement (To Prospectus dated

We are offering $1,000,000,000 aggregate principal amount of Floating Rate Notes due 2028 (the “2028 Floating Rate Notes”), $2,000,000,000 aggregate principal amount of 4.850% Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of Floating Rate Notes due 2029 (the “2029 Floating Rate Notes” and, together with the 2028

Floating Rate Notes, the “floating rate notes”), $3,250,000,000 aggregate principal amount of 5.000% Notes due 2029 (the “2029 Notes”), $3,250,000,000 aggregate principal amount of 5.200% Notes due 2031 (the “2031

Notes”), $2,500,000,000 aggregate principal amount of 5.350% Notes due 2033 (the “2033 Notes”), $4,000,000,000 aggregate principal amount of 5.550% Notes due 2036 (the “2036 Notes”), $2,000,000,000 aggregate principal amount of 6.150% Notes due 2046 (the “2046 Notes”), $4,000,000,000 aggregate principal amount of 6.250% Notes due 2056 (the “2056 Notes”) and $2,000,000,000 aggregate principal amount of 6.350% Notes due 2066 (the “2066 Notes” and, together with the 2028 Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes and the 2056 Notes, the “fixed rate notes” and the fixed rate notes, collectively with the floating rate notes, the “notes”).

The 2028 Floating Rate Notes will bear interest at a floating rate, reset quarterly, equal to Compounded SOFR (as defined herein) plus 35 basis points (0.350%) per annum. The 2029 Floating Rate Notes will bear interest at a floating rate, reset quarterly, equal to Compounded SOFR plus 53 basis points (0.530%) per annum.

Interest on the floating rate notes will accrue from November 4, 2026 and be payable quarterly in arrears on February 3, May 3, August 3 and November 3 of each year, beginning on February 3, 2027. Interest on the fixed rate notes will accrue from November 4, 2026 and be payable semi-annually in arrears on May 3 and November 3 of each year, beginning on May 3, 2027.

The 2028 Floating Rate Notes will mature on November 3, 2028, the 2028 Notes will mature on November 3, 2028, the 2029 Floating Rate Notes will mature on November 3, 2029, the 2029 Notes will mature on November 3, 2029, the 2031 Notes will mature on November 3, 2031, the 2033 Notes will mature on November 3, 2033, the 2036 Notes will mature on November 3, 2036, the 2046

Notes will mature on November 3, 2046, the 2056 Notes will mature on November 3, 2056 and the 2066 Notes will mature on November 3, 2066.

The floating rate notes will not be redeemable at our option. We will have the right at our option to redeem the fixed rate notes in whole or in part at any time or from time to time at the redemption prices described under the heading “Description of the Notes—Optional Redemption of the Fixed Rate Notes.”

The notes will be our senior unsecured obligations and will rank equally with our other unsecured and unsubordinated debt from time to time outstanding.

See “ Risk Factors ” on page S-7 for a discussion of certain risks that should be considered in connection with an investment in the notes.

(1) Plus accrued interest, if any, from November 4, 2026.

The notes will not be listed on any securities exchange. Currently, there are no public trading markets for the notes.

We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants, including Clearstream Banking, société anonyme , and Euroclear Bank SA/NV on or about November 4, 2026, which is the fourth business day following the date of this prospectus supplement. See “Underwriting” in this prospectus supplement.

The following is a brief summary of the terms and conditions of this offering. It does not contain all of the information that you need to consider in making your investment decision. To understand all of the terms and conditions of the offering of the notes, you should carefully read this prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference herein.

Issuer Microsoft Corporation

Securities offered $1,000,000,000 aggregate principal amount of 2028 Floating Rate Notes;

$2,000,000,000 aggregate principal amount of 2028 Notes;

$1,000,000,000 aggregate principal amount of 2029 Floating Rate Notes;

$3,250,000,000 aggregate principal amount of 2029 Notes;

$3,250,000,000 aggregate principal amount of 2031 Notes;

$2,500,000,000 aggregate principal amount of 2033 Notes;

$4,000,000,000 aggregate principal amount of 2036 Notes;

$2,000,000,000 aggregate principal amount of 2046 Notes;

$4,000,000,000 aggregate principal amount of 2056 Notes; and

$2,000,000,000 aggregate principal amount of 2066 Notes.

Maturity date November 3, 2028 for the 2028 Floating Rate Notes;

Interest rate floating rate, reset quarterly, equal to Compounded SOFR plus 35 basis points (0.350%) per annum for the 2028 Floating Rate Notes;

4.850% per annum for the 2028 Notes;

floating rate, reset quarterly, equal to Compounded SOFR plus 53 basis points (0.530%) per annum for the 2029 Floating Rate Notes;

5.000% per annum for the 2029 Notes;

5.200% per annum for the 2031 Notes;

5.350% per annum for the 2033 Notes;

5.550% per annum for the 2036 Notes;

6.150% per annum for the 2046 Notes;

6.250% per annum for the 2056 Notes; and

6.350% per annum for the 2066 Notes.

Interest payment dates Interest on the floating rate notes will be paid quarterly in arrears on February 3, May 3, August 3 and November 3 of each year, beginning

S-4 on February 3, 2027. Interest on the fixed rate notes will be paid semi-annually in arrears on May 3 and November 3 of each year, beginning on May 3, 2027, and on the maturity date of each such series of fixed rate notes.

Optional redemption of the fixed rate notes We will have the right at our option to redeem any series of fixed rate notes, in whole or in part, at any time or from time to time prior to the maturity date, in the case of the 2028 Notes, and the applicable Par Call Date (as defined herein), in the case of the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes, the 2056 Notes and the 2066 Notes, at the applicable make-whole price set forth in this prospectus supplement plus accrued and unpaid interest to the date of redemption . We will also have the right at our option to redeem the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes, the 2056 Notes and the 2066 Notes, in whole or in part, at any time on or after the applicable Par Call Date at the redemption price of 100% of the principal amount of the fixed rate notes of such series to be redeemed plus accrued and unpaid interest to the date of redemption . See “Description of the Notes—Optional Redemption of the Fixed Rate Notes” in this prospectus supplement.

The floating rate notes will not be redeemable at our option.

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