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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 25, 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. ¨
On March 25, 2026, Micron Technology, Inc. issued
a press release announcing that it has commenced cash tender offers to purchase any and all of its outstanding 5.300% Senior Notes due
2031, 5.650% Senior Notes due 2032, 5.875% Senior Notes due 2033, 5.875% Senior Notes due 2033, 5.800% Senior Notes due 2035, and 6.050%
Senior Notes due 2035.
A copy of this press release is attached as Exhibit
99.1 hereto and incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
| |
|
| |
(d) Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release issued on March 25, 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: March 25, 2026 |
By: |
/s/ Mark Murphy |
| |
Name: |
Mark Murphy |
| |
Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
March 25, 2026
Micron Announces Cash Tender Offers for Any and All of Certain Outstanding
Senior Notes
BOISE, Idaho, March 25, 2026 (GLOBE NEWSWIRE) -- Micron Technology,
Inc. (Nasdaq:MU), (the "Company" or "Micron") announced today that it has commenced offers to purchase for cash any
and all of the notes listed in the table below (the “notes”). The offers to purchase with respect to each series of 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) | |
Par Call Date | |
| 5.300% Senior Notes due 2031 | |
595112CD3 / US595112CD31 | |
$ | 1,000,000,000 | |
0.875% UST due November 15, 2030 |
|
FIT 6 | |
20 | |
November 15, 2030 | |
| 5.650% Senior Notes due 2032 | |
595112CG6 / US595112CG61 | |
$ | 500,000,000 | |
3.500% UST due February 28, 2031 |
|
FIT 1 | |
60 | |
September 1, 2032 | |
| 5.875% Senior Notes due 2033 | |
595112BZ5 / US595112BZ51 | |
$ | 750,000,000 | |
4.125% UST due February 15, 2036 |
|
FIT 1 | |
30 | |
November 9, 2032 | |
| 5.875% Senior Notes due 2033 | |
595112CB7 / US595112CB74 | |
$ | 900,000,000 | |
4.125% UST due February 15, 2036 |
|
FIT 1 | |
40 | |
June 15, 2033 | |
| 5.800% Senior Notes due 2035 | |
595112CE1 / US595112CE14 | |
$ | 1,000,000,000 | |
4.125% UST due February 15, 2036 |
|
FIT 1 | |
55 | |
October 15, 2034 | |
| 6.050% Senior Notes due 2035 | |
595112CH4 / US595112CH45 | |
$ | 1,250,000,000 | |
4.125% UST due February 15, 2036 |
|
FIT 1 | |
65 | |
August 1, 2035 | |
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”).
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 (as defined in the offer to purchase), 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, 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