Micron (NASDAQ: MU) prices and completes cash tender offers for senior notes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Micron Technology, Inc. launched and priced cash tender offers for any and all of six series of outstanding senior notes, including 5.300% notes due 2031, 5.650% notes due 2032, and multiple 5.875%–6.050% notes due 2033–2035. Pricing for each series was set using a fixed spread over a specified U.S. Treasury yield, resulting in notes consideration per $1,000 of principal such as $1,048.11 for the 2031 notes and $1,079.93 for the 6.050% 2035 notes.

The tender offers expired at 5:00 p.m. New York City time on March 31, 2026. As of the expiration time, Micron reports substantial tenders across all series, including $737,097,000 of the 5.300% 2031 notes and $1,029,483,000 of the 6.050% 2035 notes. Micron expects to accept all notes validly tendered and to pay for them on April 3, 2026, subject to the terms and conditions in the offer to purchase.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

2031 notes outstanding: $1,000,000,000 2031 notes tender consideration: $1,048.11 per $1,000 6.050% 2035 notes outstanding: $1,250,000,000 +5 more

8 metrics

2031 notes outstanding $1,000,000,000 Principal amount outstanding of 5.300% Senior Notes due 2031

2031 notes tender consideration $1,048.11 per $1,000 Notes consideration for 5.300% Senior Notes due 2031

6.050% 2035 notes outstanding $1,250,000,000 Principal amount outstanding of 6.050% Senior Notes due 2035

6.050% 2035 notes consideration $1,079.93 per $1,000 Notes consideration for 6.050% Senior Notes due 2035

2031 notes tendered $737,097,000 Aggregate principal amount tendered as of expiration for 5.300% 2031 notes

6.050% 2035 notes tendered $1,029,483,000 Aggregate principal amount tendered as of expiration for 6.050% 2035 notes

Expiration time 5:00 p.m. New York City time Tender offers expired on March 31, 2026

Expected settlement date April 3, 2026 Expected payment date for notes accepted in tender offers

Key Terms

cash tender offers, Reference Yield, fixed spread, notice of guaranteed delivery, +2 more

6 terms

cash tender offers financial

"Micron Announces the Pricing of the Cash Tender Offers for Any and All of Certain Outstanding Senior Notes"

A cash tender offer is when a company or investor offers to buy shares directly from shareholders for cash, usually at a price higher than the current market value. It’s a way to quickly acquire a large number of shares, often to gain control of a company or influence its decisions.

Reference Yield financial

"announced today the Reference Yield and Notes Consideration (as summarized in the table below)"

The reference yield is the standard rate of return on a debt security, like a government bond, that investors expect to earn if they buy it at its current price. It acts like a benchmark, helping investors compare different bonds and decide if they are worth buying, much like checking the interest rate on a savings account to see how much you will earn over time.

fixed spread financial

"by reference to the fixed spread set forth in the table above plus the yield to maturity"

A fixed spread is a set difference between the buying and selling prices of a financial instrument that remains constant regardless of market conditions. For investors, this means the cost to trade stays predictable, making it easier to understand potential expenses and plan accordingly—similar to a fixed fee in a service that doesn’t change, no matter how busy or slow the market becomes.

notice of guaranteed delivery financial

"offer to purchase dated as of March 25, 2026, and notice of guaranteed delivery"

A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.

Expiration Time financial

"expired at 5:00 p.m., New York City time, on March 31, 2026 (the “Expiration Time”)"

Expiration time is the specific moment when a financial contract, option, future, warrant or a standing order stops being valid and its rights or obligations end. It matters to investors because it sets the final deadline to exercise rights, close positions or have an order executed; like a concert ticket that becomes worthless after the show, missing that moment can erase potential gains or create unexpected losses.

forward-looking statements regulatory

"This press release contains “forward-looking statements” within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

04/01/2026 - 08:33 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

March 31, 2026

Date of Report (date of earliest event reported)

Micron Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-10658		75-1618004
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8000 South Federal Way

Boise, Idaho 83716-9632

(Address of principal executive offices and Zip Code)

(208) 368-4000

(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
Common Stock, par value $0.10 per share		MU		Nasdaq Global Select Market

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

Forward-looking Statements

Contacts:

Satya Kumar

Investor Relations

satyakumar@micron.com

(408) 450-6199

Mark Plungy

Media Relations

mplungy@micron.com

(408) 203-2910

Source: View Original Filing on SEC EDGAR

FAQ

What did Micron (MU) announce in this 8-K filing?

Micron announced pricing and subsequent expiration of cash tender offers for six series of outstanding senior notes, allowing holders to sell their notes back to the company for cash at specified premiums over par.

Which Micron (MU) notes are included in the cash tender offers?

The tender offers cover Micron’s 5.300% notes due 2031, 5.650% notes due 2032, two 5.875% notes due 2033, 5.800% notes due 2035, and 6.050% notes due 2035, each with its own pricing and reference Treasury.

How were Micron’s tender offer prices for the notes determined?

The notes consideration per $1,000 principal was calculated using a fixed spread over the yield of designated U.S. Treasury securities as of March 31, 2026, producing cash prices like $1,048.11 and $1,079.93, plus accrued interest to, but not including, the settlement date.

How much of Micron’s senior notes were tendered by the expiration time?

Micron reports large participation, including $737,097,000 tendered of the 5.300% 2031 notes and $1,029,483,000 of the 6.050% 2035 notes, with additional amounts subject to guaranteed delivery procedures for each series listed.

When do Micron (MU) noteholders receive cash for tendered notes?

Micron expects to accept for payment all notes validly tendered and not withdrawn and to pay cash for those notes on April 3, 2026, consistent with the timing described in the offer to purchase and related tender offer documents.

Are Micron’s cash tender offers for the notes subject to conditions?

Yes. The tender offers are subject to specified conditions in the offer to purchase, which Micron may satisfy or waive, but they are not conditioned on any minimum principal amount of any series of notes being tendered by investors.

Filing Exhibits & Attachments

5 documents

Micron (NASDAQ: MU) prices and completes cash tender offers for senior notes

Rhea-AI Filing Summary

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