UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices and Zip Code) |
| (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. Other Events. |
On March 31, 2026, Micron Technology, Inc. (the “Company”) issued a press release announcing the pricing of its cash tender offers for any and all of its outstanding 5.300% Senior Notes due 2031 (the “2031 Notes”), 5.650% Senior Notes due 2032 (the “2032 Notes”), 5.875% Senior Notes due 2033 (the “2033A Notes”), 5.875% Senior Notes due 2033 (the “2033B Notes”), 5.800% Senior Notes due 2035 (the “2035A Notes”), and 6.050% Senior Notes due 2035 (the “2023B Notes”, and, together with the 2031 Notes, the 2032 Notes, the 2033A Notes, the 2033B Notes and the 2035A Notes, the “Notes”), in connection with the Company’s previously announced cash tender offers commenced on March 25, 2026.
On April 1, 2026, the Company issued a press release announcing the expiration of its previously announced cash tender offers to purchase any and all of the Notes.
Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. | |
| (d) Exhibits. | ||
| Exhibit No. | Description | |
| 99.1 | Press Release issued on March 31, 2026. | |
| 99.2 | Press Release issued on April 1, 2026. | |
| 104 |
Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MICRON TECHNOLOGY, INC. | ||
| Date: April 1, 2026 | By: | /s/ Mark Murphy |
| Name: | Mark Murphy | |
| Title: | Executive Vice President and Chief Financial Officer | |
Exhibit 99.1
March 31, 2026
Micron Announces the Pricing of the Cash Tender Offers for Any and All of Certain Outstanding Senior Notes
BOISE, Idaho, March 31, 2026 (GLOBE NEWSWIRE) -- Micron Technology, Inc. (Nasdaq:MU), (the "Company" or "Micron") announced today the Reference Yield and Notes Consideration (as summarized in the table below) to be paid in connection with the previously announced cash tender offers. The offers to purchase with respect to each series of notes listed in the table below (collectively, the “notes”) are being referred to herein as the “Tender Offers” and each, a “Tender Offer.”
| Title of Security | CUSIP/ISIN Numbers | Principal Amount Outstanding | Reference
U.S. Treasury Security | Bloomberg Reference Page | Fixed Spread (basis points) | Reference Yield | Par Call Date | Notes Consideration Per $1,000 Principal Amount of Notes Validly Tendered | |||||||||||
| 5.300% Senior Notes due 2031 | 595112CD3 / US595112CD31 | $ | 1,000,000,000 | 0.875% UST due November 15, 2030 | FIT 6 | 20 | 3.944% | November 15, 2030 | $ | 1,048.11 | |||||||||
| 5.650% Senior Notes due 2032 | 595112CG6 / US595112CG61 | $ | 500,000,000 | 3.500% UST due February 28, 2031 | FIT 1 | 60 | 3.939% | September 1, 2032 | $ | 1,061.22 | |||||||||
| 5.875% Senior Notes due 2033 | 595112BZ5 / US595112BZ51 | $ | 750,000,000 | 4.125% UST due February 15, 2036 | FIT 1 | 30 | 4.319% | November 9, 2032 | $ | 1,070.75 | |||||||||
| 5.875% Senior Notes due 2033 | 595112CB7 / US595112CB74 | $ | 900,000,000 | 4.125% UST due February 15, 2036 | FIT 1 | 40 | 4.319% | June 15, 2033 | $ | 1,069.91 | |||||||||
| 5.800% Senior Notes due 2035 | 595112CE1 / US595112CE14 | $ | 1,000,000,000 | 4.125% UST due February 15, 2036 | FIT 1 | 55 | 4.319% | October 15, 2034 | $ | 1,064.35 | |||||||||
| 6.050% Senior Notes due 2035 | 595112CH4 / US595112CH45 | $ | 1,250,000,000 | 4.125% UST due February 15, 2036 | FIT 1 | 65 | 4.319% | August 1, 2035 | $ | 1,079.93 | |||||||||
The Tender Offers are being made pursuant to an offer to purchase dated as of March 25, 2026, and notice of guaranteed delivery. The Tender Offers will expire at 5:00 p.m., New York City time, on March 31, 2026, unless extended or earlier terminated as described in the offer to purchase (such time and date, as they may be extended, the “Expiration Time”).
The Notes Consideration for each $1,000 principal amount of each series of the notes was determined in the manner described in the offer to purchase by reference to the fixed spread set forth in the table above plus the yield to maturity of the applicable Reference U.S. Treasury Security set forth in the table above on the bid-side price of such Reference U.S. Treasury Security as of 2:00 p.m., New York City time, on March 31, 2026.
Holders of the notes who validly tender (and do not validly withdraw) their notes prior to the Expiration Time, or who deliver to the tender agent and information agent a properly completed and duly executed notice of guaranteed delivery in accordance with the instructions described in the offer to purchase, will be eligible to receive the Notes Consideration, plus any accrued and unpaid interest up to, but not including, the settlement date, which is expected to occur on April 3, 2026. Tendered notes may be withdrawn at any time at or prior to the Expiration Time. Micron reserves the right to terminate, withdraw or amend the Tender Offers at any time, subject to applicable law. The Tender Offers are subject to the satisfaction or waiver of certain conditions but are not conditioned on any minimum amount of any series of the notes being tendered.
The Tender Offers are being made pursuant to the terms and conditions contained in the offer to purchase and notice of guaranteed delivery, copies of which may be obtained from D.F. King & Co., Inc., the information agent for the Tender Offers, by telephone at (212) 229-2634 (banks and brokers only), (800) 848-3409 (toll free), by email at MU@dfking.com or at the following web address: www.dfking.com/MU.
Persons with questions regarding the Tender Offers should contact the lead dealer managers: BofA Securities at (888) 292-0070, Morgan Stanley & Co. LLC at (800) 624-1808 (toll free), and Wells Fargo Securities, LLC at (866) 309-6316 (toll free).
None of Micron or its board of directors, the dealer managers, the tender offer agent, the information agent or the trustee for the notes, or any of their respective affiliates, is making any recommendation as to whether holders should tender or refrain from tendering any notes in response to Tender Offers. Holders must make their own decision as to whether to tender any of their notes and, if so, the principal amount of notes to tender.
This press release is not an offer to purchase or a solicitation of an offer to sell any securities and does not constitute a redemption notice for any securities. The Tender Offers are being made solely by means of the offer to purchase.
About Micron
Micron Technology, Inc. is an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all. With a relentless focus on our customers, technology leadership, manufacturing, and operational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory and storage products. Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence and compute-intensive applications that unleash opportunities - from the data center to the intelligent edge and across the client and mobile user experience.
Micron®, any associated logos, and all other Micron trademarks are the property of Micron. Other product names or trademarks that are not owned by Micron are for identification purposes only and may be the trademarks of their respective owners.
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially, including the risks related to the acceptance of any tendered notes, Micron’s expectations regarding purchasing notes subject to guaranteed delivery procedures, the Expiration Time and settlement of the Tender Offers, the satisfaction of conditions to the Tender Offers, whether the Tender Offers will be consummated in accordance with the terms set forth in the offer to purchase or at all and the timing of any of the foregoing as well as other risks and uncertainties identified in our most recent Form 10-K and Form 10-Qs filed with the Securities and Exchange Commission. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “can,” “will,” “should,” “seeks,” “intends,” “plans,” “projects,” “pro forma,” “estimates,” “forecasts,” “targets,” “anticipates,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology. The forward-looking statements speak only as of the date of this press release and undue reliance should not be placed on these statements. Micron disclaims any obligation to update any forward-looking statements as a result of new information, future events or otherwise.
Contacts:
Satya Kumar
Investor Relations
satyakumar@micron.com
(408) 450-6199
Mark Plungy
Media Relations
mplungy@micron.com
(408) 203-2910
Exhibit 99.2
April 1, 2026
Micron Announces the Expiration of the Cash Tender Offers for Any and All of Certain Outstanding Senior Notes
BOISE, Idaho, April 1, 2026 (GLOBE NEWSWIRE) -- Micron Technology, Inc. (Nasdaq:MU), (the "Company" or "Micron") announced today that the previously announced cash tender offers (each, a “Tender Offer” and, collectively, the “Tender Offers”) to purchase any and all of Micron’s senior notes listed in the table below (collectively, the “notes”) expired at 5:00 p.m., New York City time, on March 31, 2026 (the “Expiration Time”). As of the Expiration Time, the aggregate principal amount of each series of notes set forth in the table below has been validly tendered in the Tender Offers. Micron expects to accept for payment all notes validly tendered and not withdrawn and expects to make payment for such notes on April 3, 2026.
| Title of Security | CUSIP/ISIN Numbers | Principal Amount Outstanding Prior to the Tender Offers | Aggregate Principal Amount Tendered as of the Expiration Time | Aggregate Principal Amount Subject to Guaranteed Delivery Procedures | ||||||||||
| 5.300% Senior Notes due 2031 | 595112CD3 / US595112CD31 | $ | 1,000,000,000 | $ | 737,097,000 | $ | 47,229,000 | |||||||
| 5.650% Senior Notes due 2032 | 595112CG6 / US595112CG61 | $ | 500,000,000 | $ | 427,022,000 | $ | 8,307,000 | |||||||
| 5.875% Senior Notes due 2033 | 595112BZ5 / US595112BZ51 | $ | 750,000,000 | $ | 574,035,000 | $ | 6,577,000 | |||||||
| 5.875% Senior Notes due 2033 | 595112CB7 / US595112CB74 | $ | 900,000,000 | $ | 684,841,000 | $ | 45,516,000 | |||||||
| 5.800% Senior Notes due 2035 | 595112CE1 / US595112CE14 | $ | 1,000,000,000 | $ | 862,833,000 | $ | 17,724,000 | |||||||
| 6.050% Senior Notes due 2035 | 595112CH4 / US595112CH45 | $ | 1,250,000,000 | $ | 1,029,483,000 | $ | 14,732,000 | |||||||
BofA Securities, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC acted as lead dealer managers. Persons with questions regarding the Tender Offers should contact BofA Securities at (888) 292-0070, Morgan Stanley & Co. LLC at (800) 624-1808 (toll free), and Wells Fargo Securities, LLC at (866) 309-6316 (toll free), or the information agent and tender agent, D.F. King & Co., Inc., by telephone at (212) 229-2634 (banks and brokers only), (800) 848-3409 (toll free), or by email at MU@dfking.com or at the following web address: www.dfking.com/MU.
This press release is not an offer to purchase or a solicitation of an offer to sell any securities and does not constitute a redemption notice for any securities.
About Micron
Micron Technology, Inc. is an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all. With a relentless focus on our customers, technology leadership, manufacturing, and operational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory and storage products. Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence and compute-intensive applications that unleash opportunities - from the data center to the intelligent edge and across the client and mobile user experience.
Micron®, any associated logos, and all other Micron trademarks are the property of Micron. Other product names or trademarks that are not owned by Micron are for identification purposes only and may be the trademarks of their respective owners.
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially, including the risks related to the acceptance of any tendered notes, Micron’s expectations regarding purchasing notes subject to guaranteed delivery procedures, the Expiration Time and settlement of the Tender Offers, the satisfaction of conditions to the Tender Offers, whether the Tender Offers will be consummated in accordance with the terms set forth in the offer to purchase or at all and the timing of any of the foregoing as well as other risks and uncertainties identified in our most recent Form 10-K and Form 10-Qs filed with the Securities and Exchange Commission. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “can,” “will,” “should,” “seeks,” “intends,” “plans,” “projects,” “pro forma,” “estimates,” “forecasts,” “targets,” “anticipates,” or the negative of these words and phrases, other variations of these words and phrases or comparable terminology. The forward-looking statements speak only as of the date of this press release and undue reliance should not be placed on these statements. Micron disclaims any obligation to update any forward-looking statements as a result of new information, future events or otherwise.
Contacts:
Satya Kumar
Investor Relations
satyakumar@micron.com
(408) 450-6199
Mark Plungy
Media Relations
mplungy@micron.com
(408) 203-2910