微软 2025年度报告

FORM 11-K ☒ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period Fromto Commission File Number 001-37845 Full title of the plan and the address of the plan, if different from that of the issuer named below: A.MICROSOFT CORPORATION EMPLOYEE STOCK PURCHASE PLAN B.Name of issuer of the securities held pursuant to the plan and the address of its principalexecutive office:Microsoft CorporationOne Microsoft WayRedmond, Washington 98052-6399 Page Report of Independent Registered Public Accounting Firm1Financial Statements:Statements of Financial Condition as of December 31, 2025 and 20242Statements of Income and Changes in Plan Equity for the Three Years Ended December 31, 2025, 2024,and 20233Notes to Financial Statements4-5 Signature Exhibit: Consent of Independent Registered Public Accounting Firm REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Plan Participants and Plan Administrator ofMicrosoft Corporation Employee Stock Purchase PlanRedmond, Washington Opinion on the Financial Statements We have audited the accompanying statements of financial condition of Microsoft Corporation Employee StockPurchase Plan (the “Plan”) as of December 31, 2025 and 2024, the related statements of income and changes in planequity for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred toas the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, thefinancial position of the Plan as of December 31, 2025 and 2024, and the income and changes in plan equity for eachof the three years in the period ended December 31, 2025, in conformity with accounting principles generally acceptedin the United States of America. Basis for Opinion These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinionon the Plan’s financial statements based on our audits.We are a public accounting firm registered with the PublicCompany Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to thePlan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities andExchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan andperformthe audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of materialmisstatement of the financial statements, whether due to error or fraud, and performing procedures that respond tothose risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures inthe financial statements. Our audits also included evaluating the accounting principles used and significant estimatesmade by management, as well as evaluating the overall presentation of the financial statements. We believe that ouraudits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP Seattle, Washington March 23, 2026 We have served as the auditor of the Plan since 1986. STATEMENTS OF FINANCIAL CONDITION NOTES TO FINANCIAL STATEMENTS NOTE 1 — DESCRIPTION OF THE PLAN AND ACCOUNTING POLICIES Accounting Principles The financial statements and accompanying notes are prepared in accordance with accounting principles generallyaccepted in the United States of America. General The Microsoft Corporation Employee Stock Purchase Plan (the “Plan”) became effective on January 1, 2022. The Planis intended to provide eligible employees of Microsoft Corporation (the “Company”) who wish to become shareholdersof the Company a convenient method of doing so. The Plan covers substantially all employees of the Company whoare considered regular employees, whose hire date is before the first business day of the three-month offering period,and whose customary employment is for more than five months in any calendar year. Plan Administration The administrator of the Plan (the “Plan Administrator”) is the Compensation Committee of the Board of Directors of theCompany or other persons acting in this capacity pursuant to a delegation of authority from the CompensationCommittee. The Plan is intended to meet the qualification standards of Section 423 of the Internal Revenue Code of1986, pursuant to which the Plan is not subject to taxation. The Plan is not subject to the provisions of the EmployeeRetirement Income Security Act of 1974. Contributions Plan participants (“Participants”) may make contributions to the Plan through payroll deductions for the purpose ofpurchasing the Company’s common stock (“Shares”). Participant contributions