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Micron (MU) starts cash tender offers for multiple senior note issues

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Micron Technology, Inc. has launched cash tender offers to purchase any and all of several outstanding senior notes, including its 5.300% notes due 2031, 5.650% notes due 2032, two series of 5.875% notes due 2033, and 5.800% and 6.050% notes due 2035.

The notes listed carry individual principal amounts ranging from $500,000,000 to $1,250,000,000. The tender offers are being made under an offer to purchase dated March 25, 2026 and a notice of guaranteed delivery, and will expire at 5:00 p.m. New York City time on March 31, 2026, unless extended or terminated.

Holders who validly tender or use guaranteed delivery procedures by the expiration time will be eligible to receive the defined notes consideration plus accrued and unpaid interest up to, but not including, the expected settlement date of April 3, 2026. The offers are subject to specified conditions, may be amended, withdrawn or terminated by Micron, and are not conditioned on a minimum tender amount for any series.

Positive

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Insights

Micron opens multiple cash tenders to retire several fixed-rate bond issues.

Micron is offering to buy back for cash any and all of six outstanding senior note series maturing between 2031 and 2035, each with coupons between 5.300% and 6.050%. Each series has a large principal amount outstanding, up to $1,250,000,000.

Because the offers are not subject to any minimum tender condition, Micron can retire whatever amount holders choose to tender, subject to the stated conditions in the offer to purchase. Actual impact on leverage and interest expense will depend on participation levels and pricing versus the reference U.S. Treasury securities.

The expiration time is set for 5:00 p.m. New York City time on March 31, 2026, with settlement expected on April 3, 2026. Subsequent disclosures can clarify how much of each note series is ultimately purchased and how the company’s debt profile changes after completion.

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.
false 0000723125 0000723125 2026-03-25 2026-03-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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. ¨

 

 

 

 

 

Item 8.01. Other Events.

 

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

 

 

FAQ

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

Micron announced cash tender offers to purchase any and all of six outstanding senior note issues maturing between 2031 and 2035. These offers give bondholders the option to sell their notes back to Micron for cash under terms described in an offer to purchase.

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

The tender offers cover Micron’s 5.300% senior notes due 2031, 5.650% notes due 2032, two 5.875% note issues due 2033, 5.800% notes due 2035, and 6.050% notes due 2035. Each series has a specified principal amount outstanding listed in the announcement table.

When do Micron’s cash tender offers for senior notes expire?

The tender offers are scheduled to expire at 5:00 p.m., New York City time, on March 31, 2026, unless extended or earlier terminated. Holders must validly tender their notes or submit a guaranteed delivery notice by this deadline to be eligible for the stated consideration.

What consideration will Micron (MU) pay in these tender offers?

Holders who validly tender, or use guaranteed delivery procedures, will receive a defined Notes Consideration plus accrued and unpaid interest up to, but not including, the settlement date. The settlement date for accepted notes is expected to be April 3, 2026, subject to satisfaction or waiver of conditions.

Are Micron’s senior note tender offers subject to minimum tender conditions?

The tender offers are subject to various conditions described in the offer to purchase but are not conditioned on any minimum principal amount of any series being tendered. Micron also reserves the right to terminate, withdraw, or amend the offers at any time, subject to applicable law.

How can investors obtain Micron’s tender offer documents?

Copies of the offer to purchase and notice of guaranteed delivery can be obtained from D.F. King & Co., Inc., the information agent, via listed phone numbers, email MU@dfking.com, or the web address www.dfking.com/. Dealer managers from BofA Securities, Morgan Stanley, and Wells Fargo are available for questions.

Filing Exhibits & Attachments

4 documents
Micron Technology Inc

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