Micron CEO Mehrotra vests 82,721 performance shares
The 2023 performance awards vested after final certification, while 2024 awards reported as earned remain subject to year-three certification and vesting.
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Form Type
4
Rhea-AI Filing Summary
Micron Technology (MU) President and CEO Sanjay Mehrotra reported PRSU vesting, common-stock awards and tax-withholding transactions on October 13, 2026. Reported vested PRSUs included 82,721 shares tied to High Growth Segments and HBM3E+ goals, each at 266% of target, and 70,224 shares tied to total shareholder return; that payout was 126% of target after application of the aggregate payout provisions.
He also reported PRSU awards of 89,805 shares tied to Data Center SSD and HBM3E+ goals and 99,791 shares tied to relative total shareholder return; these were earned through year two but remained subject to vesting until year-three performance certification. A 21,233-share restricted stock award vests in three equal annual installments beginning on the first anniversary of grant. Common shares were withheld to satisfy tax obligations in six reported entries at $989.04 per share. Mehrotra also reported indirect ownership of 607,075 common shares through a GRAT for the benefit of himself and his family.
Insider Trade Summary
235,666 shares exercised/converted
Exercise
17 txns
Insider
MEHROTRA SANJAY
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Restricted Stock Units F3 | 82,721 | $0.00 | $0.00 |
| Exercise | Performance Restricted Stock Units F3 | 82,721 | $0.00 | $0.00 |
| Exercise | Performance Restricted Stock Units F4 | 70,224 | $0.00 | $0.00 |
| Grant/Award | Performance Restricted Stock Units F6 | 89,805 | $0.00 | $0.00 |
| Grant/Award | Performance Restricted Stock Units F6 | 89,805 | $0.00 | $0.00 |
| Grant/Award | Performance Restricted Stock Units F7 | 99,791 | $0.00 | $0.00 |
| Grant/Award | Common Stock F1 | 21,233 | $0.00 | $0.00 |
| Tax Withholding | Common Stock F2 | 20,213 | $989.04 | $19.99M |
| Tax Withholding | Common Stock F2 | 14,080 | $989.04 | $13.93M |
| Tax Withholding | Common Stock F2 | 9,807 | $989.04 | $9.70M |
| Exercise | Common Stock F3 | 82,721 | $0.00 | $0.00 |
| Tax Withholding | Common Stock F2 | 47,143 | $989.04 | $46.63M |
| Exercise | Common Stock F3 | 82,721 | $0.00 | $0.00 |
| Tax Withholding | Common Stock F2 | 40,575 | $989.04 | $40.13M |
| Exercise | Common Stock F4 | 70,224 | $0.00 | $0.00 |
| Tax Withholding | Common Stock F2 | 34,438 | $989.04 | $34.06M |
| holding | Common Stock F5 | -- | -- | -- |
Holdings After Transaction:
Performance Restricted Stock Units — 279,401 contracts (Direct);
Common Stock — 355,146 shares (Direct);
Common Stock — 607,075 shares (Indirect, GRAT)
Footnotes (7)
- F1. Restricted Stock Awards vest in three equal annual installments beginning on the first anniversary of the grant date.
- F2. Withholding of common stock shares to satisfy tax withholding obligations in connection with the vesting of previously granted awards.
- F3. The Compensation Committee certified achievement of pre-established performance goals related to High Growth Segments and HBM3E+, each at 266% of target under the performance-based restricted stock units ("PRSUs") with a three-year performance period granted on October 13, 2023. The payout for the PRSUs (if earned) varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2023. The reported shares represent shares earned upon certification of performance at the conclusion of the three-year performance period, including shares earned based on second-year performance that remained subject to vesting and shares earned based on third-year performance. All such shares vested upon certification of performance at the end of the three-year performance period.
- F4. The Compensation Committee certified achievement of pre-established performance goals related to total shareholder return at 150% of target under the PRSUs with a three-year performance period previously awarded on October 13, 2023. The payout for the PRSUs (if earned) varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2023. As a result of this limitation, the final payout for these PRSUs was reduced to 126% of target after application of the aggregate payout provisions. The reported shares represent shares earned upon certification of performance at the conclusion of the three-year performance period, including shares earned based on second-year performance that remained subject to vesting and shares earned based on third-year performance. All such shares vested upon certification of performance at the end of the three-year performance period.
- F5. Grantor retained annuity trusts are for the benefit of the Reporting Person and his family.
- F6. The Compensation Committee certified achievement of pre-established performance goals related to Data Center SSD and HBM3E+, each at a level of 233% of target under the PRSUs with a three-year performance period previously awarded on October 13, 2024. The payout for the PRSUs (if earned) varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2024. The reported shares represent the shares earned as of the end of the second year of the performance period, 100% of which remain subject to vesting until certification of performance goals at the end of year 3 of the performance period.
- F7. The Compensation Committee certified achievement of pre-established performance goals related to relative total shareholder return at a level of 150% of target under the PRSUs with a three-year performance period previously awarded on October 13, 2024. The payout for the PRSUs (if earned) varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2024. The reported shares represent the shares earned as of the end of the second year of the performance period, 100% of which remain subject to vesting until certification of performance goals at the end of year 3 of the performance period.
Key Figures
PRSU shares earned — High Growth Segments and HBM3E+: 82,721 shares
PRSU shares earned — total shareholder return: 70,224 shares
PRSU shares earned — Data Center SSD and HBM3E+: 89,805 shares
+5 more
8 metrics
PRSU shares earned — High Growth Segments and HBM3E+
82,721 shares
At the conclusion of the three-year performance period; each goal was at 266% of target.
PRSU shares earned — total shareholder return
70,224 shares
Final payout was 126% of target after application of the aggregate payout provisions.
PRSU shares earned — Data Center SSD and HBM3E+
89,805 shares
Reported as earned at the end of year two; both goals were at 233% of target, and the shares remained subject to vesting.
PRSU shares earned — relative total shareholder return
99,791 shares
Reported as earned at the end of year two; the goal was at 150% of target, and the shares remained subject to vesting.
Restricted stock award
21,233 shares
Vests in three equal annual installments beginning on the first anniversary of grant.
Tax-withholding share price
$989.04 per share
Reported for common shares withheld on October 13, 2026.
Indirect common-stock holding through a GRAT
607,075 shares
Reported as held indirectly for the benefit of Sanjay Mehrotra and his family.
Final total shareholder return PRSU payout
126% of target
After application of the aggregate payout provisions.
Key Terms
performance-based restricted stock units, aggregate payout provisions, Grantor retained annuity trusts
3 terms
performance-based restricted stock units technical
"under the performance-based restricted stock units ("PRSUs")"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
aggregate payout provisions technical
"after application of the aggregate payout provisions"
Grantor retained annuity trusts financial
"Grantor retained annuity trusts are for the benefit"
A grantor retained annuity trust (GRAT) is an estate-planning tool where an owner transfers assets into a trust and receives fixed payments back for a set number of years; any remaining assets after that period pass to designated beneficiaries. For investors it matters because it can move future investment growth to heirs while potentially reducing gift and estate taxes — like putting a rising asset in a timed box that pays you first and gives the remaining upside to others.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What performance targets applied to Sanjay Mehrotra's vested MU PRSUs?
The High Growth Segments and HBM3E+ goals were each reported at 266% of target. The total shareholder return PRSUs were at 150% of target, with the final payout reduced to 126% of target after application of the aggregate payout provisions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
