Commercial commitment / Reviewed release

Microsoft Registration Rights Agreement — Restricted Notes (2023)

A record of disclosed terms and participants. Each assertion is linked to its supporting evidence.

Sourced disclosureLatest disclosure · 6 May 2024

Financial terms

Amount not disclosed

Amounts describe different obligations and are not additive. A commitment is not cash drawn; a commercial contract is not a guarantee. Unstated terms remain unknown.

The parties

Legal entities and vehicles are shown separately. A role does not establish the amount funded or the scope of recourse.

Terms, with the evidence

Separate observations, not an additive total. Disclosure dates, observation dates and effective periods retain their original meaning.

Economic status

contract.economic_status

registration_rights_agreement_entered

with dealer managers; with respect to the Restricted Notes; signing date; agreement entered into by the Company | Source status retained; no completed exchange or new issuance inferred. | Normalization: Source-confirmed Exception 4 recovery. Every amount, date, role qualifier, predicate, and original fact field was checked against the complete retained source passage; quote repair changes no semantic field. Preserve proposed, conditional, exchange, zero-observation, and no-new-debt status; no completed issuance, financing draw, lender, beneficiary, or effective date is inferred. | Source fact date (role not promoted to effective date): 2023-11-06

Disclosed: 6 May 2024
Observed as of: Not disclosed
Effective from: Not disclosed
Effective to: Not disclosed

SupportsMicrosoft Corporation ↗Not disclosed

We and the dealer managers entered into a Registration Rights Agreement with respect to the Restricted Notes on November 6, 2023.

paragraph:84

Economic status

contract.economic_status

registration_effectiveness_deadline_disclosed

deadline to cause such registration statement become effective under the Securities Act; future contractual deadline; not an actual effectiveness event | Normalization: The source explicitly describes the Microsoft Registration Rights Agreement and its dealer-manager or registration obligations. The exact named dealer-manager roles are retained in this record-scoped statement: BofA Securities, Inc. (dealer manager); J.P. Morgan Securities LLC (dealer manager); Wells Fargo Securities, LLC (dealer manager); Academy Securities, Inc. (dealer manager); CastleOak Securities, L.P. (dealer manager); Drexel Hamilton, LLC (dealer manager); Loop Capital Markets LLC (dealer manager); MFR Securities, Inc. (dealer manager); Mischler Financial Group, Inc. (dealer manager); RBC Capital Markets, LLC (dealer manager); Samuel A. Ramirez & Company, Inc. (dealer manager); Siebert Williams Shank & Co., LLC (dealer manager). Do not invent arranger, lender, beneficiary, or holder roles. | Source fact date (role not promoted to effective date): 2025-01-29

Disclosed: 6 May 2024
Observed as of: Not disclosed
Effective from: Not disclosed
Effective to: Not disclosed

SupportsMicrosoft Corporation ↗Not disclosed

cause such registration statement become effective under the Securities Act by January 29, 2025.

paragraph:281

Economic status

contract.economic_status

continuing_registration_obligation_disclosed

conditional obligation if the offers are not completed on or prior to 2025-01-29 or if, following that date, the Company receives a written request from certain holders of the Restricted Notes; no amount stated; unnamed holders and broker-dealers are referenced but not specifically identified | Normalization: The source describes a conditional continuing obligation to keep the shelf registration statement effective. Preserve the condition and unnamed-holder limitation without inventing an amount or completion event. | Source fact date unknown

Disclosed: 6 May 2024
Observed as of: Not disclosed
Effective from: Not disclosed
Effective to: Not disclosed

SupportsMicrosoft Corporation ↗Not disclosed

we would be under a continuing obligation to use commercially reasonable efforts to keep the shelf registration statement effective

paragraph:173

Economic status

contract.economic_status

registration_rights_agreement_executed

Registration Rights Agreement; parties acted as dealer managers; with respect to the Restricted Notes; executed on the stated date | Normalization: The source explicitly describes the Microsoft Registration Rights Agreement and its dealer-manager or registration obligations. The exact named dealer-manager roles are retained in this record-scoped statement: BofA Securities, Inc. (dealer manager); J.P. Morgan Securities LLC (dealer manager); Wells Fargo Securities, LLC (dealer manager); Academy Securities, Inc. (dealer manager); CastleOak Securities, L.P. (dealer manager); Drexel Hamilton, LLC (dealer manager); Loop Capital Markets LLC (dealer manager); MFR Securities, Inc. (dealer manager); Mischler Financial Group, Inc. (dealer manager); RBC Capital Markets, LLC (dealer manager); Samuel A. Ramirez & Company, Inc. (dealer manager); Siebert Williams Shank & Co., LLC (dealer manager). Do not invent arranger, lender, beneficiary, or holder roles. | Source fact date (role not promoted to effective date): 2023-11-06

Disclosed: 6 May 2024
Observed as of: Not disclosed
Effective from: Not disclosed
Effective to: Not disclosed

SupportsMicrosoft Corporation ↗Not disclosed

On November 6, 2023, the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Academy Securities, Inc., CastleOak Securities, L.P., Drexel Hamilton, LLC, Loop Capital Markets LLC, MFR Securities, Inc., Mischler Financial Group, Inc., RBC Capital Markets, LLC, Samuel A Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC, as dealer managers, entered into the Registration Rights Agreement with respect to the Restricted Notes.

paragraph:281

Economic status

contract.economic_status

registration_efforts_obligation_disclosed

for the benefit of the holders of the Restricted Notes; company agreed to use commercially reasonable efforts to cause a Form S-4 registration statement to be filed; contractual obligation in the Registration Rights Agreement; signing date | Normalization: The source explicitly describes the Microsoft Registration Rights Agreement and its dealer-manager or registration obligations. The exact named dealer-manager roles are retained in this record-scoped statement: BofA Securities, Inc. (dealer manager); J.P. Morgan Securities LLC (dealer manager); Wells Fargo Securities, LLC (dealer manager); Academy Securities, Inc. (dealer manager); CastleOak Securities, L.P. (dealer manager); Drexel Hamilton, LLC (dealer manager); Loop Capital Markets LLC (dealer manager); MFR Securities, Inc. (dealer manager); Mischler Financial Group, Inc. (dealer manager); RBC Capital Markets, LLC (dealer manager); Samuel A. Ramirez & Company, Inc. (dealer manager); Siebert Williams Shank & Co., LLC (dealer manager). Do not invent arranger, lender, beneficiary, or holder roles. | Source fact date (role not promoted to effective date): 2023-11-06

Disclosed: 6 May 2024
Observed as of: Not disclosed
Effective from: Not disclosed
Effective to: Not disclosed

SupportsMicrosoft Corporation ↗Not disclosed

the Company agreed, among other things, for the benefit of the holders of the Restricted Notes to use commercially reasonable efforts to (1) cause to be filed a registration statement on Form S-4

paragraph:281

Economic status

contract.economic_status

exchange_offer_registration_efforts_disclosed

registered offer to exchange each series of Restricted Notes for a like aggregate principal amount of Registered Notes; unexecuted contemplated exchange offer; completion targeted within 60 days after effectiveness; amount not numerically disclosed | Source status retained; no completed exchange or new issuance inferred. | Normalization: Source-confirmed Exception 4 recovery. Every amount, date, role qualifier, predicate, and original fact field was checked against the complete retained source passage; quote repair changes no semantic field. Preserve proposed, conditional, exchange, zero-observation, and no-new-debt status; no completed issuance, financing draw, lender, beneficiary, or effective date is inferred. | Source fact date unknown

Disclosed: 6 May 2024
Observed as of: Not disclosed
Effective from: Not disclosed
Effective to: Not disclosed

SupportsMicrosoft Corporation ↗Not disclosed

to use commercially reasonable efforts to (1) file a registration statement on Form S-4 with respect to a registered offer to exchange each series of Restricted Notes for a like aggregate principal amount of Registered Notes, with terms substantially identical in all material respects to such series of Restricted Notes

paragraph:84

Economic status

contract.economic_status

conditional_shelf_registration_obligation_disclosed

conditional obligation if exchange offers are not completed on or prior to this date or upon written request from certain holders; shelf registration statement to cover resales; conditional deadline date | Source status retained; no completed exchange or new issuance inferred. | Normalization: Source-confirmed Exception 4 recovery. Every amount, date, role qualifier, predicate, and original fact field was checked against the complete retained source passage; quote repair changes no semantic field. Preserve proposed, conditional, exchange, zero-observation, and no-new-debt status; no completed issuance, financing draw, lender, beneficiary, or effective date is inferred. | Source fact date (role not promoted to effective date): 2025-01-29

Disclosed: 6 May 2024
Observed as of: Not disclosed
Effective from: Not disclosed
Effective to: Not disclosed

SupportsMicrosoft Corporation ↗Not disclosed

If for any reason the exchange offers are not completed on or prior to January 29, 2025

paragraph:84

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Edition: Reviewed release · sec-nvidia-msft-reviewed-20260908
Generated: 2026-09-09T08:42:57.056Z
Dataset SHA-256: d4a82ffcabca4fa3b043890406ac837cc2024f9596a61de6d4e6cf14613191bb