Micron Technology (MU) 10-K risk factor changes: FY2025 vs FY2024

In addition to the factors discussed elsewhere in this [added: Annual Report on] Form 10-K, this section discusses important factors which could cause actual results or events to differ materially from those contained in any forward-looking statements made by us.

- availability and quality of materials, supplies, electrical power, [added: gas,] water, and capital equipment, or dependency on third-party service providers;

- a downturn [added: or ongoing adverse conditions] in regional or worldwide economies;

- [removed: environmental, social,] [added: sustainability] and governance expectations or standards;

- acquisitions and/or [removed: alliances;] [added: strategic transactions;] and

[Table of [removed: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)][added: Contents](#id34a6ea6612849f586f654c670356768_13)]

In the past five years, annual percentage changes in DRAM average selling prices have ranged from plus [removed: low-teen percentage range] [added: low 40%] to a minus [removed: high-40%] [added: high 40%] range.

In the past five years, annual percentage changes in NAND average selling prices have ranged from plus [removed: low-30%] [added: low 30%] to a minus [removed: low-50%] [added: low 50%] range.

[removed: Average] [added: Significant declines in average] selling prices [removed: for our products that decline faster than our costs have recently had an adverse effect on our business and results of operations, and] in future periods could have a material adverse effect on our business, results of operations, or financial condition.

- manufacturing [removed: yield;][added: yield and defect density;]

- higher costs of goods and services due [removed: to] [added: to, among other things,] inflationary [removed: pressures] [added: pressures, regulatory actions, including tariffs] or [added: trade restrictions, increased input costs, or] market conditions; and

Many factors may result in a reduction of our output or a delay in ramping production, which [added: have in the past and] could [added: in the future] lead to underutilization of our production assets.

See [removed: “Part II –] [added: Part II,] Item [removed: 7.][added: 8.]

We strive to balance our demand and supply for each technology node, but the dynamics of our markets and our customers can create periods of imbalance, which can lead us to carry elevated inventory [removed: levels.][added: levels and underutilized capacity.]

In [removed: 2024, nearly half] [added: 2025, approximately one-third] of our revenue was from sales to customers who have headquarters located outside the United States, while [removed: over] [added: approximately] 80% of our revenue in [removed: 2024] [added: 2025] was from products shipped to customer locations outside the United States.

- export and import duties, changes to import and export regulations, customs regulations and processes, and restrictions on the transfer of funds, including currency controls [removed: in China,] [added: and global tariffs,] which could negatively affect the amount and timing of payments from certain of our customers and, as a result, our cash flows;

- compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977, as amended, sanctions and anti-corruption laws, export and import laws, [added: intellectual property, cybersecurity] and [added: data privacy laws, and] similar rules and regulations;

- disruptions to manufacturing or R&D activities as a result of actions imposed by [removed: foreign] governments;

These restrictions may not prohibit our competitors from selling similar products to our customers, which may result in [removed: our] [added: a] loss of sales and market share.

A majority of our DRAM production output in [removed: 2024] [added: 2025] was from our fabrication facilities in Taiwan, and any loss of output could have a material adverse effect on us.

We face intense competition in the semiconductor memory and storage markets from a number of companies, including [removed: Kioxia Holdings Corporation;] Samsung Electronics Co., Ltd.; SK hynix Inc.; [added: Kioxia Holdings Corporation; Sandisk Corporation; ChangXin Memory Technologies, Inc. (“CXMT”);] and [removed: Western Digital Corporation.][added: Yangtze Memory Technologies Co., Ltd. (“YMTC”).]

Some of our competitors are large corporations or conglomerates that may [added: operate in jurisdictions with lower labor and compliance costs and may] have a larger market share and greater resources to invest in technology, capitalize on growth opportunities, and withstand downturns in the semiconductor markets in which we compete.

We operate in different jurisdictions than our competitors and may be impacted by unfavorable changes in currency exchange [removed: rates.][added: rates, import/export restrictions, and other trade regulations, including tariffs.]

In addition, [removed: some] governments [removed: may provide, or] have [removed: provided] [added: provided,] and may continue to provide, significant assistance, financial or otherwise, to some of our competitors or to new entrants and may intervene in support of national industries and/or competitors.

[removed: In particular,] [added: As a result,] we face the threat of increasing competition [removed: as a result of] [added: and DRAM and NAND oversupply due to] significant investment in the semiconductor [removed: industry] [added: industry, including] by the Chinese government and various state-owned or affiliated entities, [removed: in companies] such as [removed: Yangtze Memory Technologies Co., Ltd. (“YMTC”)] [added: CXMT] and [removed: ChangXin Memory Technologies, Inc. (“CXMT”).][added: YMTC.]

[removed: Our] [added: In addition, our] competitors may increase capital expenditures resulting in future increases in worldwide supply.

We, and some of our competitors, have plans to [removed: ramp, or are constructing or ramping,] [added: construct new fabrication facilities and/or ramp] production at [removed: new] [added: existing] fabrication facilities.

These barriers include achieving acceptable yields and quality for HBM products with their multiple [removed: memory] chip layers, potential limitations on stacking additional 3D memory layers, increasing bits per cell (i.e., cell levels), meeting higher density requirements, developing advanced packaging solutions, improving power consumption and reliability, and delivering advanced features and higher performance.

[removed: As a result, our] [added: Our] product demand [removed: forecasts] may [added: also] be impacted significantly by the strategic actions of our customers.

It is important that we deliver products in a timely manner [removed: with increasingly advanced performance characteristics] [added: that meet customer requirements] at the time our customers are designing and evaluating samples for their products.

- we will be able to successfully [removed: market] [added: achieve revenue targets for] these technologies;

- margins [added: and cash flows] generated from sales of these products will allow us to recover costs of development efforts;

Increasing demand, supply constraints, inflation, [added: tariffs, trade restrictions,] and other market conditions could result in shortages and higher costs.

Concurrent semiconductor expansion projects across the industry introduce significant competition for the limited pool of [removed: construction talent with requisite expertise and experience in these regions.]

- inability to realize expected grants, investment tax credits, and other government incentives, including through the [removed: U.S.] CHIPS [removed: and Science] Act [removed: of 2022 (“CHIPS Act”)] and other national, international, state, and local grants;

- potential changes in laws or provisions of grants, investment tax credits, and other government [removed: incentives;][added: incentives, including the CHIPS Act;]

- delays and potential restrictions related to environmental [added: and other government] regulations or permits;

From time to time, we have experienced [removed: the] impacts from [added: certain of] the above items and, because these risks are a characteristic of our business, we expect to experience them in the future.

Depending on the nature and extent of the impact from these risks, we may be unable to produce sufficient capacity in the expected [removed: time frame] [added: timeframe] which could result in delays in the completion of our construction projects and increased costs, including costs to operate these facilities.

[removed: Delays] [added: Further, as we continue to optimize the efficiency of our fabrication facilities to support demand from leading edge notes, any delays] in completion and ramping of new production facilities, or failure to optimize our investment choices, could significantly impact our ability to realize expected returns on our capital expenditures.

- dependency on certain customers, including international customers, and end markets;

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In periods of significant declines in average selling prices for our products, we have experienced adverse effects on our business and results of operations.

- regional cost differences that may become more pronounced when we transition the manufacture of certain products within our global network;

We operate in a dynamic and rapidly evolving industry where the timeframes for product transitions, facility expansions, production ramps, and supply chain shifts are increasingly compressed.

To remain competitive, we must continuously develop and implement new products and technologies and decrease manufacturing costs in spite of inflationary pressures and regulatory uncertainty.

As we streamline our production and shift capacity to leading-edge nodes, we face execution risks that could impact our ability to meet customer demand and maintain market coverage.

23 | 2025 10-K

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There can be no assurance we will be able to do the following:

- timely identify and address technology inflections and market changes;

- accurately forecast demand and inventory levels of our customers or distributors;

- timely ramp production as we transition our operations footprint to new fabrication facilities;

- maintain operational flexibility in response to unforeseen changes in customer demand; and

- maintain supply scalability during downturns in the semiconductor markets in which we compete as we streamline our product portfolio to drive further fabrication efficiencies.

Our ability to execute on multiple transitions simultaneously, while maintaining supply continuity, quality standards, and cost competitiveness, is critical to sustaining our market position.

If we do not successfully anticipate technology inflections and respond to changes in customer requirements and market changes, our business, results of operations, or financial condition could be materially adversely affected.

Any misalignment between forecasted and actual demand, or delays in ramping new technologies, could result in elevated inventory levels, underutilized capacity, and gross margin pressure.

Although AI is a relatively new demand driver for our products, it is evolving rapidly, and the expected timing and amount of investments related to AI can change significantly.

As a result, it may be difficult to accurately forecast such demand and we may incur costs in anticipation of demand that ultimately does not materialize.

If such demand does materialize, but is lower than expected, we may not be able to reduce our costs in response, which would adversely impact our gross margins.

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- public perception of governments in the regions where we operate;

- loss of market share in foreign jurisdictions resulting from political and regulatory uncertainty regarding possible trade restrictions, domestic sourcing initiatives, or other government actions;

We may not be able to fully prevent the unauthorized resale, diversion, or misuse of our products by third parties.

25 | 2025 10-K

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Alternatively, new entrants into the memory and storage market could have a significant adverse impact on our competitive position.

We intend to advance our process technology to increase bit output per wafer, improve yields, and increase wafer supply.

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Due to the higher performance and more complex manufacturing process, HBM requires a higher number of wafers and more cleanroom space to produce the same number of bits as conventional DRAM in the same technology node.

If demand for HBM weakens and suppliers shift capacity from HBM to conventional DRAM, this could result in a significant increase in conventional DRAM supply.

An oversupplied DRAM market may lead to downward pressure on pricing, which could adversely impact our financial results.

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construction talent with requisite expertise and experience in these regions.

We have a broad portfolio of products to address our customers’ needs, which span multiple market segments and are subject to rapid technological changes.

Our strategic decision-making process involves careful evaluation and prioritization of investments to ensure alignment with our long-term goals.

- dependency on a select number of key customers, including international customers;

21 | 2024 10-K

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Industry Conditions” for information regarding recent underutilization charges.

For example, in 2023, we recorded aggregate charges of $1.83 billion to write down the carrying value of our inventories to their estimated net realizable value.

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23 | 2024 10-K

We and our competitors generally seek to increase supply to address growing market demands, improve yields, and reduce die size, which could result in significant increases in worldwide supply and downward pressure on prices.

Increases in worldwide supply of semiconductor memory and storage also result from fabrication capacity expansions, either by way of new facilities, increased capacity utilization, or reallocation of other semiconductor production to semiconductor memory and storage production.

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25 | 2024 10-K

 26

Compliance with these terms and conditions may add complexity to our operations and increase our costs.

For example, we have signed a non-binding preliminary memorandum of terms with the U.S. Department of Commerce to receive a grant under the U.S. CHIPS and Science Act of 2022 (“CHIPS Act”).

These preliminary terms may not result in us receiving funding.

27 | 2024 10-K

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29 | 2024 10-K

In addition, any consolidation of our customers could reduce the number of customers to whom our products may be sold.

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37 | 2024 10-K

Nearly all European Union member states have enacted the Pillar Two legislation, which will be effective for us in 2025.

While we do not expect these enacted laws to materially impact our effective tax rate for 2025, additional countries where we operate, including Singapore, have announced plans to adopt Pillar Two legislation.

Enactment of this legislation would become effective for us in 2026 and significantly increase our tax expense.

 38

These costs may adversely impact our operations and financial condition.

We estimate capital expenditures in 2025 for property, plant, and equipment, net of proceeds from government incentives, to be around mid-30% range of revenue for the year.

39 | 2024 10-K

 40

Our expenditures for these share repurchases were $300 million in 2024, $425 million in 2023, $2.43 billion in 2022, $1.20 billion in 2021, $176 million in 2020, and $2.66 billion in 2019.

*This discussion should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended August [removed: 29, 2024.][added: 28, 2025.]

Our fiscal year is the [removed: 52 or] [added: 52*\- *or] 53-week period ending on the Thursday closest to August 31.

Fiscal [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] each contained 52 weeks.

For an overview of our business, see [removed: “Part I –] [added: Part I,] Item 1.

[removed: Business – Overview.”][added: Business, Overview.]

Throughout 2024, we experienced substantial improvements in pricing and [removed: margins.][added: margins due to improving market conditions as compared to 2023.]

Increasing demand growth, driven in part by deployment of AI and mostly normal customer inventories, combined with industry-wide supply discipline, resulted in an industry supply and demand balance that substantially improved from [removed: 2023 conditions.][added: downturn conditions in memory and storage markets during 2023.]

[removed: Also in] [added: In] 2023, China’s Cyberspace Administration (the “CAC”) conducted a cybersecurity review of our products sold in China and decided that our products presented a cybersecurity risk.

In connection with improved [removed: 2024] market [removed: conditions,] [added: conditions in 2024,] we reinstated our bonuses and phased out certain other temporary cost-saving measures that were implemented in 2023.

[Table of [removed: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)][added: Contents](#id34a6ea6612849f586f654c670356768_13)]

| For the year ended | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | |

| Revenue | | | $ | [removed: 25,111] [added: 37,378] | | 100 | | % | $ | [removed: 15,540] [added: 25,111] | | 100 | | % | $ | [removed: 30,758] [added: 15,540] | | 100 | | % |

| Cost of goods sold | | | [removed: 19,498] [added: 22,505] | | | [removed: 78] [added: 60] | | % | [removed: 16,956] [added: 19,498] | | | [removed: 109] [added: 78] | | % | [removed: 16,860] [added: 16,956] | | | [removed: 55] [added: 109] | | % |

| Gross margin | | | [removed: 5,613] [added: 14,873] | | | [removed: 22] [added: 40] | | % | [removed: (1,416)] [added: 5,613] | | | [removed: (9)] [added: 22] | | % | [removed: 13,898] [added: (1,416)] | | | [removed: 45] [added: (9)] | | % |

| Research and development | | | [removed: 3,430] [added: 3,798] | | | [removed: 14] [added: 10] | | % | [removed: 3,114] [added: 3,430] | | | [removed: 20] [added: 14] | | % | [removed: 3,116] [added: 3,114] | | | [removed: 10] [added: 20] | | % |

| Selling, general, and administrative | | | [removed: 1,129] [added: 1,205] | | | [removed: 4] [added: 3] | | % | [removed: 920] [added: 1,129] | | | [removed: 6] [added: 4] | | % | [removed: 1,066] [added: 920] | | | [removed: 3] [added: 6] | | % |

| Restructure and asset impairments | | | [removed: 1] [added: 39] | | | — | | % | [removed: 171] [added: 1] | | | [removed: 1] [added: —] | | % | [removed: 48] [added: 171] | | | [removed: —] [added: 1] | | % |

| Other operating (income) expense, net | | | [removed: (251)] [added: 61] | | | [removed: (1)] [added: —] | | % | [removed: 124] [added: (251)] | | | [removed: 1] [added: (1)] | | % | [removed: (34)] [added: 124] | | | [removed: —] [added: 1] | | % |

| Operating income (loss) | | | [removed: 1,304] [added: 9,770] | | | [removed: 5] [added: 26] | | % | [removed: (5,745)] [added: 1,304] | | | [removed: (37)] [added: 5] | | % | [removed: 9,702] [added: (5,745)] | | | [removed: 32] [added: (37)] | | % |

| Interest income (expense), net | | | [removed: (33)] [added: 19] | | | — | | % | [removed: 80] [added: (33)] | | | [removed: 1] [added: —] | | % | [removed: (93)] [added: 80] | | | [removed: —] [added: 1] | | % |

[removed: |] Other [removed: non-operating income (expense), net | | | (31) | | | — | | % | 7 | | | — | | % | (38) | | | — | | % |][added: Non-Operating Income (Expense), Net]

| Income tax (provision) benefit | | | [removed: (451)] [added: (1,124)] | | | [removed: (2)] [added: (3)] | | % | [removed: (177)] [added: (451)] | | | [removed: (1)] [added: (2)] | | % | [removed: (888)] [added: (177)] | | | [removed: (3)] [added: (1)] | | % |

| Equity in net income (loss) of equity method investees | | | [removed: (11)] [added: 9] | | | — | | % | [removed: 2] [added: (11)] | | | — | | % | [removed: 4] [added: 2] | | | — | | % |

| Net income (loss) | | | $ | [removed: 778] [added: 8,539] | | [removed: 3] [added: 23] | | % | $ | [removed: (5,833)] [added: 778] | | [removed: (38)] [added: 3] | | % | $ | [removed: 8,687] [added: (5,833)] | | [removed: 28] [added: (38)] | | % |

Total Revenue: Total revenue [removed: for 2024 and 2023] was impacted by the factors described in the section titled “Industry Conditions” above.

Total revenue for [removed: 2023 decreased] [added: 2025 increased] 49% as compared to [removed: 2022] [added: 2024] primarily due to [removed: decreases] [added: increases] in sales of both DRAM and NAND products.

Consolidated Gross [removed: Margin:] [added: Margin:] Our consolidated gross margin has been impacted by the factors described in the section titled “Industry Conditions” above and [added: the effects of 2023] inventory write-downs [removed: in] [added: on our 2024 and] 2023 [added: gross margin,] as detailed in the table below.

Our consolidated gross margin percentage improved to 22% for 2024 from negative 9% for [removed: 2023,] [added: 2023] as a result of improvements in margins for both DRAM and NAND products, primarily due to increases in average selling prices, [removed: and] manufacturing cost reductions, the effects of charges to write down inventories to their NRV in [removed: 2023] [added: 2023,] and lower costs in 2024 from the sale of inventories written down in 2023 (as detailed in “Inventory NRV [removed: write-downs”] [added: Write-Downs”] below).

[added: *Inventory NRV Write-Downs:*] Our consolidated gross margin [removed: percentage decreased to negative 9% for] [added: was impacted by charges in] 2023 [removed: from 45% for 2022 primarily due] to [added: write down inventories to their estimated NRV as a result of] declines in average selling prices for both DRAM and [removed: NAND, charges to write down inventories, and $382 million of facility underutilization costs in 2023.][added: NAND.]

| For the year ended | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Provision to write down inventory to NRV | | | $ | — | | $ | [removed: (1,831)] [added: —] | | $ | [removed: —] [added: (1,831)] | |

| Lower costs from sale of inventory written down in prior periods | | | [removed: 987] [added: —] | | | [removed: 844] [added: 987] | | | [removed: —] [added: 844] | | |

| | | | $ | [removed: 987] [added: —] | | $ | [removed: (987)] [added: 987] | | $ | [removed: —] [added: (987)] | |

| All [removed: Other] [added: other] | | | [removed: 38] [added: 13] | | | — | | % | [removed: 10] [added: 37] | | | — | | % | [removed: 17] [added: 11] | | | — | | % |

| | | | $ | [removed: 25,111] [added: 37,378] | | | | | $ | [removed: 15,540] [added: 25,111] | | | | | $ | [removed: 30,758] [added: 15,540] | | | | |

- [removed: CNBU] [added: CMBU] revenue increased [removed: 67%] [added: 103%] driven by increases in [added: DRAM] bit shipments and [removed: DRAM] average selling prices.

- [removed: MBU] [added: MCBU] revenue increased [removed: 75%] [added: 58%] primarily due to increases in [removed: average selling prices] [added: DRAM] and [added: NAND] bit shipments [added: and average selling prices] for both mobile [removed: DRAM] and [removed: NAND.][added: client markets.]

- [removed: EBU] [added: AEBU] revenue increased [removed: 27%] [added: 12%] primarily due to increases in [added: DRAM] bit shipments, partially offset by declines in average selling prices.

- [removed: SBU] [added: CDBU] revenue increased [removed: 80%] [added: 135%] primarily due to increases in [removed: average selling prices] [added: NAND] and [added: DRAM] bit [removed: shipments.][added: shipments and average selling prices.]

Changes in revenue for each business unit for [removed: 2023] [added: 2025] as compared to [removed: 2022] [added: 2024] were as follows:

AI-driven demand is accelerating and is outpacing industry supply.

In 2025, we benefited from substantial improvements in DRAM pricing, volumes and margins as compared to 2024, reflecting strong demand growth, driven in part by the continued advancement of AI.

During 2025, we shifted a portion of our DRAM supply to the data center and hyperscale cloud markets to meet the strong demand fueled by AI, with emphasis on HBM products, resulting in a revenue mix weighted more prominently toward segments experiencing higher growth.

The pivot to higher-growth segments, together with our strong execution, robust overall industry DRAM demand, and constrained supply, has led to improved profitability across our DRAM portfolio.

In 2025, NAND revenue increased from 2024 on higher bit shipments due to demand growth.

The 2025 NAND gross margin percentage increased from 2024 due to cost reductions.

We continue to prudently manage our NAND business to ensure we align our supply growth and technology node cadence with our projections of the demand environment.

51 | 2025 10-K

| Other non-operating income (expense), net | | | (135) | | | — | | % | (31) | | | — | | % | 7 | | | — | | % |

These conditions drove substantial improvements in average selling prices throughout 2025 and 2024.

- Sales of DRAM products increased 62% primarily due to a low-40% range increase in average selling prices and a mid-teen percentage increase in bit shipments.

- Sales of NAND products increased 18% primarily due to a high-teen percentage increase in bit shipments.

Our consolidated gross margin percentage improved to 40% for 2025 from 22% for 2024 as a result of improvements in margins for both DRAM and NAND products.

DRAM margins improved primarily due to increases in average selling prices, an increased mix of higher-margin products, including HBM, and manufacturing cost reductions driven by improvements in product and process technology.

NAND margins improved primarily due to manufacturing cost reductions.

Our consolidated gross margin for 2024 reflected $987 million of benefit due to lower costs from the sale of inventories written down to their net realizable value in 2023 (as detailed in “Inventory NRV Write-Downs” below).

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| For the year ended | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | |

| CMBU | | | $ | 13,524 | | 36 | | % | $ | 3,792 | | 15 | | % | $ | 1,872 | | 12 | | % |

| CDBU | | | 7,229 | | | 19 | | % | 4,984 | | | 20 | | % | 2,124 | | | 14 | | % |

| MCBU | | | 11,859 | | | 32 | | % | 11,667 | | | 46 | | % | 7,394 | | | 48 | | % |

| AEBU | | | 4,753 | | | 13 | | % | 4,631 | | | 18 | | % | 4,139 | | | 27 | | % |

- CMBU revenue increased 257% primarily due to increases in DRAM bit shipments and average selling prices driven by accelerating AI demand in cloud server markets for HBM, high-capacity dual in-line memory modules (“DIMMS”), and low-power server DRAM.

During 2025, CMBU revenue benefited from a shift of our DRAM supply to meet the strong demand in high-value data center markets.

- MCBU revenue increased 2% primarily due to increases in DRAM and NAND revenue.

Increases in MCBU DRAM sales due to higher average selling prices were partially offset by decreases in bit shipments as MCBU product supply was constrained to meet demand from higher-value segments.

Increases in NAND sales due to higher bit shipments were partially offset by decreases in NAND average selling prices.

53 | 2025 10-K

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| For the year ended | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | |

| CMBU | | | $ | 6,129 | | 45 | | % | $ | 244 | | 6 | | % | $ | (768) | | (41) | | % |

| CDBU | | | 2,180 | | | 30 | | % | 255 | | | 5 | | % | (563) | | | (27) | | % |

| MCBU | | | 1,981 | | | 17 | | % | (1) | | | — | | % | (3,189) | | | (43) | | % |

| AEBU | | | 557 | | | 12 | | % | 432 | | | 9 | | % | 680 | | | 16 | | % |

- CMBU operating income increased primarily due to higher bit shipments and increases in average selling prices driven by robust AI demand in cloud server markets, particularly for HBM, DIMMs, and low-power server DRAM products.

CMBU operating income benefited from a shift of our DRAM supply to meet the strong demand in high-value data center markets.

These improvements were partially offset by higher R&D expenses.

- CDBU operating income increased primarily due to increases in data center average selling prices, higher bit shipments, and manufacturing cost reductions.

MCBU operating income (loss) was also adversely impacted by decreases in DRAM bit shipments as MCBU product supply was constrained to meet demand from higher-value segments.

We executed well on pricing and improved our financial performance significantly from the start of the year.

We are exiting the year with excellent momentum and an industry-leading product portfolio.

In contrast, 2023 was a year of weak memory and storage industry demand in many end markets, stemming from global macroeconomic challenges and customer actions to reduce inventory levels.

These conditions, which began in the fourth quarter of 2022 and persisted into early 2024, led to significant reductions in average selling prices for both DRAM and NAND and reductions in bit shipments for DRAM.

We experienced declines in revenue across all our business segments and nearly all our end markets throughout 2023.

Our goal is to retain our worldwide DRAM and NAND market share.

In manufacturing, we have been fully utilized throughout most of 2024 on our high-volume manufacturing nodes where we are maximizing output against our current capacity, which we have proactively, structurally lowered.

Beginning in the latter part of 2022, we reduced capital expenditures and wafer starts for both DRAM and NAND in response to challenging market conditions and increased levels of our inventories.

In addition, to improve capital efficiency, we redeployed equipment from older technology nodes to support conversions to leading-edge nodes.

Since the number of wafer processing steps is higher for leading-edge nodes, this approach has resulted in a meaningful structural reduction in DRAM and NAND wafer capacity.

We believe this approach to node migration and consequent wafer capacity reduction was adopted across the industry.

We recognized period costs from fabrication facility underutilization of $382 million in 2023 and $165 million in the first quarter of 2024 due to wafer start reductions.

Subsequently, fabrication facility underutilization was reduced and principally related to legacy manufacturing capacity.

Accordingly, 2024 period costs beyond the first quarter were not significant.

We took significant steps in 2023 to reduce our costs and operating expenses, both on a temporary and ongoing structural basis.

These measures included the 2023 Restructure Plan, as well as implementing productivity programs, suspension of our 2023 bonus, reductions in select product programs, lower discretionary spending, and cuts to 2023 executive salaries.

Under the 2023 Restructure Plan, we reduced our headcount by approximately 15% by the end of calendar 2023, through a combination of voluntary attrition and personnel reductions.

We incurred restructure charges of $171 million in 2023 primarily related to employee severance costs.

The 2023 Restructure Plan, which was substantially completed in 2023, yielded estimated cost savings of approximately $130 million per quarter (approximately 60% in cost of goods sold, 30% in R&D, and 10% in SG&A) subsequent to 2023.

47 | 2024 10-K

These conditions drove a recovery of average selling prices throughout 2024 after significant declines in average selling prices throughout 2023.

- Sales of DRAM products decreased 51% primarily due to a high-40% range decline in average selling prices and decreases in bit shipments in the high-single-digit percent range.

- Sales of NAND products decreased 46% primarily due to a low-50% range decline in average selling prices partially offset by increases in bit shipments in the high-single-digit percent range.

 48

*Inventory NRV write-downs:* Our consolidated gross margin was impacted by charges in 2023 to write down inventories to their estimated NRV as a result of declines in average selling prices for both DRAM and NAND.

| CNBU | | | $ | 9,513 | | 38 | | % | $ | 5,710 | | 37 | | % | $ | 13,693 | | 45 | | % |

| MBU | | | 6,354 | | | 25 | | % | 3,630 | | | 23 | | % | 7,260 | | | 24 | | % |

| EBU | | | 4,614 | | | 18 | | % | 3,637 | | | 23 | | % | 5,235 | | | 17 | | % |

| SBU | | | 4,592 | | | 18 | | % | 2,553 | | | 16 | | % | 4,553 | | | 15 | | % |

- SBU revenue decreased 44% primarily due to declines in average selling prices for NAND partially offset by increases in bit shipments.

49 | 2024 10-K

| CNBU | | | $ | 980 | | 10 | | % | $ | (585) | | (10) | | % | $ | 5,844 | | 43 | | % |

| MBU | | | 114 | | | 2 | | % | (1,750) | | | (48) | | % | 2,160 | | | 30 | | % |

| EBU | | | 199 | | | 4 | | % | 382 | | | 11 | | % | 1,752 | | | 33 | | % |

| SBU | | | (362) | | | (8) | | % | (1,887) | | | (74) | | % | 513 | | | 11 | | % |

- MBU operating income (loss) deteriorated primarily due to declines in average selling prices and lower NAND bit shipments.

- EBU operating income decreased primarily due to declines in average selling prices and lower bit shipments.

- SBU operating income (loss) deteriorated primarily due to declines in average selling prices.

R&D expenses for 2023 were relatively unchanged as compared to 2022 as decreases in employee compensation were offset by higher depreciation expense.

SG&A expenses for 2023 were 14% lower as compared to 2022 primarily due to decreases in employee compensation, legal fees, advertising, and professional services.

We are exposed to interest rate risk related to our indebtedness and our investment [removed: portfolio.][added: portfolio, and as a result, the fair value of our debt fluctuates with changes in market interest rates.]

As of August [removed: 29, 2024] [added: 28, 2025] and August [removed: 31, 2023,] [added: 29, 2024,] we had fixed-rate debt with an aggregate carrying value of [removed: $8.52] [added: $10.55] billion and [removed: $7.52] [added: $8.52] billion, [removed: respectively, and as a result, the fair value of our debt fluctuates with changes in market interest rates.][added: respectively.]

We estimate that, as of August [removed: 29, 2024] [added: 28, 2025] and August [removed: 31, 2023,] [added: 29, 2024,] a hypothetical 1% decrease in market interest rates would increase the fair value of our fixed-rate debt by approximately [removed: $520] [added: $660] million and [removed: $475] [added: $520] million, respectively.

We estimate that, as of August [removed: 29, 2024] [added: 28, 2025] and August [removed: 31, 2023,] [added: 29, 2024,] a hypothetical 1% increase in interest rates would decrease the fair value of our portfolio by approximately $20 million.

As of August [removed: 29, 2024] [added: 28, 2025, we had floating rate debt with an aggregate principal amount of $984 million,] and [added: as of] August [removed: 31, 2023,] [added: 29, 2024,] we had floating-rate [removed: debt, including] [added: debt and] fixed-rate debt that [removed: is] [added: was] swapped to floating-rate [removed: debt,] [added: debt] with an aggregate principal amount of $2.89 [removed: billion and $4.63 billion, respectively.][added: billion.]

A hypothetical 1% increase in the interest rates of this [removed: floating-rate] debt would result in an increase in annual interest expense of [removed: $29] [added: $10] million and [removed: $46] [added: $29] million as of August [removed: 29, 2024] [added: 28, 2025] and August [removed: 31, 2023,] [added: 29, 2024,] respectively.

[Table of [removed: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)][added: Contents](#id34a6ea6612849f586f654c670356768_13)]

The information in this section should be read in conjunction with the information related to changes in the currency exchange rates in [removed: “Part I –] [added: Part I,] Item 1A.

Risk [removed: Factors – Changes] [added: Factors, “Risks Related to Capitalization and Financial Markets—Changes] in foreign currency exchange rates could materially adversely affect our business, results of operations, or financial condition.”

Based on monetary assets and liabilities and investments in debt instruments denominated in foreign currencies, we estimate that a hypothetical 10% adverse change in exchange rates versus the U.S. dollar would result in losses of approximately [removed: $480] [added: $572] million as of August [removed: 29, 2024] [added: 28, 2025,] and [removed: $129] [added: $480] million as of August [removed: 31, 2023.][added: 29, 2024.]

See [removed: “Item] [added: Item] 8.

Financial Statements and Supplementary [removed: Data –] [added: Data,] Notes to Consolidated Financial [removed: Statements – Derivative Instruments.”][added: Statements, Note 17.]

61 | 2025 10-K

Derivative Instruments.

 62

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

 56

57 | 2024 10-K

Centers of excellence bring expertise together in one location, providing an efficient support structure for end-to-end manufacturing, with quicker cycle times, in partnership with [removed: teams] [added: teams,] such as [removed: research and development (“R&D”),] [added: R&D,] product development, human resources, procurement, and supply chain.

We [added: continue to] make significant investments to develop proprietary product and process technology, which generally increases bit density per wafer and reduces per-bit manufacturing costs of each generation of product.

To remain [removed: competitive] [added: competitive,] we must continuously develop and implement new products and technologies and decrease manufacturing costs in spite of inflationary [removed: pressures.][added: pressures, changing technologies, rapid market changes, and regulatory uncertainty.]

We sell our products through our business units into various markets in numerous forms, [removed: including:] [added: including] components, modules, SSDs, managed NAND, multi-chip packages, and wafers.

DRAM products lose content when power is turned off (“volatile”) and are most commonly used in the data center, client PC, graphics, industrial, [added: mobile,] and automotive markets.

In [removed: 2023,] [added: 2025,] we began shipping the industry’s first [removed: 1β (1-beta)] [added: 1γ (1-gamma)] production node, which [added: is our first DRAM node incorporating EUV lithography and] offers further improvements in power [removed: efficiency] [added: efficiency, performance,] and bit [removed: density.][added: density compared to our prior DRAM node products.]

The majority of our [removed: DRAM] [added: NAND] bit production in [removed: 2024] [added: 2025] was on leading-edge [removed: 1α (1-alpha)] [added: Micron G8] and [removed: 1ß] [added: G9 NAND] nodes.

[Table of [removed: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)][added: Contents](#id34a6ea6612849f586f654c670356768_13)]

*High-Bandwidth Memory (“HBM”):* A 3D stacked DRAM architecture that utilizes through-silicon via (“TSV”) connections for [removed: a] more efficient communication [removed: between each stack] giving it the ability to achieve a higher bandwidth while consuming less power compared to other memory types.

*Graphics DRAM (“GDDR”):* [removed: High performance] [added: High-performance] memory solution designed for graphics cards, gaming consoles, and high-performance computing applications.

The benefits of LPDDR memory are being realized by many market [removed: segments] [added: segments,] including mobile, PC, automotive, and data center.

Total reported DRAM revenue was [removed: $17.60] [added: $28.58] billion in [removed: 2024, $10.98] [added: 2025, $17.60] billion in [removed: 2023,] [added: 2024,] and [removed: $22.39] [added: $10.98] billion in [removed: 2022.][added: 2023.]

[removed: NAND:] [added: NAND:] NAND products are non-volatile, re-writeable semiconductor storage devices that provide high-capacity, low-cost storage with a variety of performance characteristics.

NAND is used in SSDs for the data center, client PC, consumer, and automotive [removed: markets] [added: markets,] and in removable storage markets.

Managed NAND is used in smartphones and other mobile devices, and in [added: the] consumer, automotive, and embedded markets.

Products such as embedded MultiMediaCards [removed: (“eMMC”)] [added: (“e.MMC”)] and universal flash storage (“UFS”) offer solutions that are compact and [removed: reliable] [added: reliable,] making them widely used across the mobile, automotive, and industrial markets.

*Multi-Chip Packages (“MCPs”):* Designed to provide high-performance, compact, and efficient memory solutions by integrating multiple types of memory, generally [removed: LPDRAM,] [added: LPDDR and NAND,] into a single package.

Total reported NAND revenue was [removed: $7.23] [added: $8.50] billion in [removed: 2024, $4.21] [added: 2025, $7.23] billion in [removed: 2023,] [added: 2024,] and [removed: $7.81] [added: $4.21] billion in [removed: 2022.][added: 2023.]

[removed: NOR:] [added: NOR:] NOR products are non-volatile, re-writable semiconductor memory devices that provide fast read speeds.

Cloud-native workloads are [removed: drivers of] [added: driving] growth through [removed: use-cases like] [added: use cases such as AI-enabled] intelligent edge devices [removed: capable of AI] and augmented reality [added: platforms] that store and access data in the cloud or rely on the cloud for compute capability.

This enhanced version of [removed: the third generation of] HBM delivers faster data rates, improved thermal response, and a higher monolithic die density within the same package footprint as previous generations.

Our DDR5 alleviates this bottleneck by providing higher bandwidth [removed: compared to] [added: than] previous generations, enabling improved performance and scaling.

[removed: *PC:*] [added: *Client:*] Our products sold to the client PC market support both commercial and consumer PC unit growth.

The next generation PCs [removed: that have been announced] contain high-performance neural processing [removed: chipsets] [added: chipsets,] as well as AI.

[removed: We expect these] [added: These] devices [removed: will] have significantly more DRAM content than today’s average PC.

[removed: CNBU] [added: CMBU] sales to the data [removed: center, PC, and graphics markets] [added: center market] in [removed: 2024] [added: 2025] consisted primarily of our HBM, DDR5 and DDR4, LPDDR5, and GDDR6 [removed: DRAM] products.

Mobile [added: and Client] Business Unit [removed: (“MBU”)][added: (“MCBU”)]

[removed: MBU includes] [added: *Mobile:* Consists of] memory and storage products sold into the smartphone and other mobile-device [removed: markets] [added: markets,] including discrete NAND, DRAM, and managed NAND products.

[removed: MBU] [added: MCBU] offers a [removed: comprehensive] portfolio of MCPs and managed NAND, including products which combine [removed: eMMC/UFS] [added: e.MMC/UFS] solutions with [removed: LPDRAM,] [added: LPDDR,] along with a suite of unique firmware features designed for next-generation smartphones and to accelerate AI applications in the mobile market.

The proliferation of smartphones, tablets, and other mobile devices continues to increase the demand for memory [removed: chips.][added: chips, while AI adoption in such devices continues to be a strong driver for mobile DRAM content growth.]

[removed: MBU] [added: MCBU] sales to the mobile market in [removed: 2024] [added: 2025] consisted primarily of LPDDR5 and LPDDR4 DRAM and managed NAND solutions.

[removed: Embedded] [added: Automotive and Embedded] Business Unit [removed: (“EBU”)][added: (“AEBU”)]

[removed: EBU includes] [added: AEBU is focused on] memory and storage [removed: products and] solutions [removed: sold into the intelligent edge through] [added: for] the automotive, industrial, and consumer [removed: embedded markets] [added: segments sold into the intelligent edge,] including discrete and module DRAM, discrete NAND, managed NAND, SSDs, and NOR.

[removed: *Automotive*: Advancements] [added: *Automotive:* Improvements] in autonomous driving, advanced driver-assistance systems, [removed: and] in-vehicle infotainment [removed: systems] [added: systems, advanced robotaxi platforms, and AI technologies] continue to increase the requirements for high-performing memory and storage products, with higher reliability requirements for leading-edge products.

Adoption of Level [removed: 2+] [added: 2 and 3] advanced driver-assistance systems capabilities continue to gain momentum, further expanding content per vehicle.

Our products enable increasingly advanced [removed: vision] [added: vision-] and [removed: sensor based] [added: sensor-based] automated systems to support driver assistance solutions and vehicle safety.

[removed: *Industrial*: The demand for industrial memory is being fueled by the increasing] [added: *Industrial:* Growing] adoption of IoT devices, [removed: automation in manufacturing,] [added: automation,] machine-to-machine communication, [added: and smart infrastructure across sectors, such as manufacturing,] transportation, surveillance, [removed: retail,] and [removed: smart infrastructure.][added: retail, is driving demand for industrial memory solutions.]

[removed: The need for reliable] [added: High-reliability] and high-performance memory solutions [removed: in] [added: are critical for] these [removed: applications is critical.][added: applications.]

*Consumer [removed: embedded*:] [added: Embedded:*] Embedded memory and storage solutions are used in a diverse set of consumer products, including service provider and IP set-top boxes, digital home assistants, digital still and video cameras, home networking, ultra-high-definition televisions, augmented reality and virtual reality [removed: headsets, and many more applications.][added: headsets.]

[removed: EBU] [added: In 2025, AEBU] sales to the automotive, industrial, and consumer embedded markets [removed: in 2024] consisted primarily of LPDDR5 and [removed: LPDDR4 DRAM,] [added: LPDDR4, managed NAND,] DDR4 and [removed: DDR3 DRAM,] [added: DDR3,] and [removed: managed NAND.][added: GDDR6 products.]

Business Segments

In the fourth quarter of 2025, we reorganized our business units.

All prior-period segment amounts have been retrospectively adjusted to reflect this reorganization.

We have the following four business units, which are our reportable segments:

- Cloud Memory Business Unit (“CMBU”): Focused on memory solutions for large hyperscale cloud customers, and HBM for all data center customers.

- Core Data Center Business Unit (“CDBU”): Focused on memory solutions for mid-tier cloud, enterprise, and OEM data center customers and storage solutions for all data center customers.

- Mobile and Client Business Unit (“MCBU”): Focused on memory and storage solutions for the mobile and client segments.

- Automotive and Embedded Business Unit (“AEBU”): Focused on memory and storage solutions for the automotive, industrial, and consumer segments.

7 | 2025 10-K

The majority of our DRAM bit production in 2025 was on our leading-edge 1ß (1-beta) node.

 8

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

Cloud Memory Business Unit (“CMBU”)

CMBU is focused on memory solutions for large hyperscale cloud customers, and HBM for all data center customers.

In addition to HBM, CMBU sales include DDR, LPDDR, and GDDR.

*Data Center:* CMBU sales to the data center end market are driven by server demand across the cloud market and includes our portfolio of HBM, high-capacity dual in-line memory modules (“DIMMs”), and low-power server DRAM solutions.

In the fourth quarter of 2025, HBM3E 12-high represented the majority of our HBM shipments.

In 2025, we delivered samples of HBM4 36GB 12-high to multiple key customers to power next-generation AI platforms.

In 2025, we began volume production of LPDDR5 in a small outline compression attached memory module (“SOCAMM”) form factor to enable easier server manufacturability and serviceability and to help drive broader LPDDR adoption in the server market.

9 | 2025 10-K

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

Total reported CMBU revenue was $13.52 billion in 2025, $3.79 billion in 2024, and $1.87 billion in 2023.

Core Data Center Business Unit (“CDBU”)

CDBU is focused on memory solutions for mid-tier cloud, enterprise, and OEM data center customers and storage solutions for all data center customers, including data center SSDs and NAND components.

*Data Center DRAM:* CDBU sales to OEM data center customers are driven by server and storage demand to support mid-tier cloud and enterprise customers, and our sales consisted primarily of DDR5 and DDR4.

In 2025, we also qualified and began shipping our 6550 ION SSD, which delivers lower power while providing better performance and better data center footprint efficiency with more density per rack for data centers.

Both products utilized Micron’s G8 NAND and internally designed and vertically integrated engineering capability consisting of a controller, firmware, NAND, and DRAM.

We also strengthened our portfolio with our first G9-based data center products, including our PCIe Gen6 SSDs.

Total reported CDBU revenue was $7.23 billion in 2025, $4.98 billion in 2024, and $2.12 billion in 2023.

CDBU sales also included sales of our DDR5 and DRR4 and component NAND sales of QLC and TLC.

MCBU is focused on memory and storage solutions for the mobile and client segments.

We are focused on providing solutions to the high-end smartphone segments, leveraging our 1ß and 1γ technology nodes for LPDDR5X.

In 2025, we began shipping qualification samples of our first LPDDR5X memory built on the 1γ node, engineered to accelerate AI applications on flagship smartphones, and delivering a faster speed grade while reducing power consumption, all in an ultrathin form factor ideal for mobile.

 10

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

efficiency, security, and capacity.

In 2025, we began shipping Micron G9 QLC-based NAND in client SSDs designed for OEMs featuring our proprietary Adaptive Write Technology, which enables faster write performance for improved AI-driven applications and an optimized user experience.

Total reported MCBU revenue was $11.86 billion in 2025, $11.67 billion in 2024, and $7.39 billion in 2023.

MCBU sales to the client and consumer SSD markets in 2025 consisted primarily of our 2500, 2550, 2650, and 3500 series SSDs and our Crucial-branded BX500 SATA SSDs and P3 Plus PCIe SSDs.

MCBU sales also included component NAND sales of TLC and QLC.

We expect volume shipments in 2025 of our next generation of DRAM, the 1γ (1-gamma) node, which will employ EUV lithography production.

 6

In 2022, we began volume production of 232-layer NAND (“Micron G8 NAND”), the industry’s first eighth-generation NAND.

It features higher areal density and delivers higher capacity and improved energy efficiency over previous generations of our NAND.

Micron G8 and G9 NAND nodes are ramping in high volume and will become an increasing portion of our mix through 2025.

In 2024, we announced shipments of our densest OEM production QLC NAND, built on this technology, with improved storage density and access times.

In 2024, we also began shipping Micron G9 TLC based NAND in SSDs designed to deliver the transfer rates required to meet the low-latency and high-throughput needs of data-centric workloads from AI training and machine learning to unstructured databases, self-driving cars, and cloud computing.

7 | 2024 10-K

Compute and Networking Business Unit (“CNBU”)

CNBU includes memory products and solutions sold into the data center, PC, graphics, and networking markets including HBM, DDR, LPDRAM and GDDR, as well as some emerging memory technologies like compute express link (“CXL”) and multi-ranked dual in-line memory module (“MRDIMM”).

*Data center:* CNBU sales to the data center end market were driven primarily by server demand across the cloud and enterprise markets and solutions offered to the networking market.

We have also started shipments of production-capable HBM3E 12-high 36GB units to enable qualifications across the AI ecosystem.

We are leveraging our innovative solutions to pioneer the adoption of LPDDR for servers in the data center.

Additionally, we also announced our 256GB MRDIMM module, which further enhances performance and increases DRAM content per server.

In 2024, networking demand was driven by AI and DDR5 platform deployments in data center networking and increasing data transfer requirements across multiple industries.

As AI use cases proliferate to PCs, performance of the memory subsystem becomes more critical.

In 2024, we announced the low-power compression-attached memory module to deliver the required performance to process AI workloads on PCs and provide the potential to scale to applications needing a high performance and low power solution in a compact and modular form factor.

*Graphics:* The graphics market is driven by the need for high-performance and HBM solutions.

Our GDDR6 and GDDR6X DRAM graphics products are incorporated into gaming consoles, PC graphics cards, and graphics processing unit-based data center solutions, which are the driving force behind applications such as AI, virtual and augmented reality, 4K and 8K gaming, and professional design.

 8

In 2024, we announced our next generation GDDR7 graphics memory which delivers high-performance memory in a power-optimized design.

Built on our 1β node, GDDR7 is the next generation of GDDR memory to advance user experience in graphics and gaming.

The addition of GDDR7 completes our industry-leading product portfolio for AI inference applications on CPUs, neural processing units, and graphics processing units.

CNBU reported revenue of $9.51 billion in 2024, $5.71 billion in 2023, and $13.69 billion in 2022.

In 2024, we announced our second generation of NAND UFS 4.0 devices, which offer a more compact package size and increased power efficiency to provide design manufacturers more room and power needed for next generation smartphone designs.

We also began sampling our next generation of low power smartphone DRAM, built on our 1ß node.

The LPDDR5X provides peak bandwidth data transfer that is critical for enabling AI at the intelligent edge.

This advanced memory technology is designed for high-end and flagship smartphones where its high bandwidth and power efficiency are crucial for delivering top-tier performance.

MBU reported revenue of $6.35 billion in 2024, $3.63 billion in 2023, and $7.26 billion in 2022.

In 2024, we qualified our automotive LPDDR5X, UFS 3.1, and NOR flash storage solutions for a comprehensive set of cloud-connected platforms designed for power data-rich, intelligent automotive services.

9 | 2024 10-K

EBU reported revenue of $4.61 billion 2024, $3.64 billion in 2023, and $5.24 billion in 2022.

Storage Business Unit (“SBU”)

SBU includes SSDs and component-level storage solutions sold into the data center, PC, and consumer markets.

The data center market includes enterprise and cloud SSDs and enterprise NAND components while the PC market consists of client SSDs.

Applications such as machine learning servers require fast access to data with low latency, predictable performance, and high storage capacities.

Our 6500 30TB SSDs features high performance, reliability, and endurance for AI data lake applications.

In 2024, we expanded our technology portfolio with the 3500 NVMe SSD, our first performance client SSD built on Micron G8 NAND.

This original SSD will help our customers handle demanding workloads for business applications, scientific computing, gaming, and content creation.

SBU reported revenue of $4.59 billion in 2024, $2.55 billion in 2023, and $4.55 billion in 2022.

For a discussion of legal proceedings, see [removed: “Part II –] [added: Part II,] Item 8.

Financial Statements and Supplementary [removed: Data –] [added: Data,] Notes to Consolidated Financial [removed: Statements – Contingencies” and “Item 1A.][added: Statements, Note 14.]

Risk [removed: Factors”] [added: Factors] of this Annual Report on Form 10-K.

Contingencies and Item 1A.

[removed: SECURITIES] [added: UNITED STATES SECURITIES] AND EXCHANGE COMMISSION

For the fiscal year ended August [removed: 29, 2024][added: 28, 2025]

| [removed: Address of principal executive offices, including zip code] [added: 8000 S. Federal Way, Boise, Idaho 83716-9632] | | | | | | | | | | | | [removed: 8000 S. Federal Way, Boise, Idaho 83716-9632] [added: (208) 368-4000] | | |

| [removed: Registrant’s telephone number,] [added: Address of principal executive offices,] including [removed: area] [added: zip] code | | | | | | | | | | | | [removed: (208) 368-4000] [added: Registrant’s telephone number, including area code] | | |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act: None][added: Act: None]

The aggregate market value of the voting and non-voting common equity held by non-affiliates was [removed: $83.6] [added: $85.7] billion based on the closing price reported on the Nasdaq Global Select Market on [removed: 2/29/2024.][added: February 27, 2025.]

The number of outstanding shares of the registrant’s common stock as of September [removed: 27, 2024] [added: 26, 2025] was [removed: 1,108,742,682.][added: 1,122,466,035.]

Portions of the Proxy Statement for the registrant’s Fiscal [removed: 2024] [added: 2025] Annual Meeting of [removed: Shareholders] [added: Stockholders,] to be [removed: held on January 16, 2025] [added: filed within 120 days of the end of the fiscal year ended August 28, 2025,] are incorporated by reference [removed: into] [added: in] Part III [removed: of this Annual Report on Form 10-K.][added: hereof.]

[removed: ][added: ]

| [Item [removed: 1.](#i44cf2ab026324086bde7bd3f1b371f41_22)] [added: 1.](#id34a6ea6612849f586f654c670356768_22)] | | | [removed: [Business](#i44cf2ab026324086bde7bd3f1b371f41_22)] [added: [Business](#id34a6ea6612849f586f654c670356768_22)] | | | [removed: [6](#i44cf2ab026324086bde7bd3f1b371f41_22)] [added: [7](#id34a6ea6612849f586f654c670356768_22)] | | |

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| [Item [removed: 2](#i44cf2ab026324086bde7bd3f1b371f41_58).] [added: 2](#id34a6ea6612849f586f654c670356768_61).] | | | [removed: [Properties](#i44cf2ab026324086bde7bd3f1b371f41_58)] [added: [Properties](#id34a6ea6612849f586f654c670356768_61)] | | | [removed: [43](#i44cf2ab026324086bde7bd3f1b371f41_58)] [added: [47](#id34a6ea6612849f586f654c670356768_61)] | | |

| [Item [removed: 3.](#i44cf2ab026324086bde7bd3f1b371f41_61)] [added: 3.](#id34a6ea6612849f586f654c670356768_64)] | | | [Legal [removed: Proceedings](#i44cf2ab026324086bde7bd3f1b371f41_61)] [added: Proceedings](#id34a6ea6612849f586f654c670356768_64)] | | | [removed: [44](#i44cf2ab026324086bde7bd3f1b371f41_61)] [added: [48](#id34a6ea6612849f586f654c670356768_64)] | | |

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| [Item [removed: 5.](#i44cf2ab026324086bde7bd3f1b371f41_70)] [added: 5.](#id34a6ea6612849f586f654c670356768_73)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i44cf2ab026324086bde7bd3f1b371f41_70)] [added: Securities](#id34a6ea6612849f586f654c670356768_73)] | | | [removed: [45](#i44cf2ab026324086bde7bd3f1b371f41_70)] [added: [49](#id34a6ea6612849f586f654c670356768_73)] | | |

| [Item [removed: 6.](#i44cf2ab026324086bde7bd3f1b371f41_73)] [added: 6.](#id34a6ea6612849f586f654c670356768_76)] | | | [removed: [\[Reserved\]](#i44cf2ab026324086bde7bd3f1b371f41_73)] [added: [\[Reserved\]](#id34a6ea6612849f586f654c670356768_76)] | | | [removed: [46](#i44cf2ab026324086bde7bd3f1b371f41_73)] [added: [50](#id34a6ea6612849f586f654c670356768_76)] | | |

| [Item [removed: 7.](#i44cf2ab026324086bde7bd3f1b371f41_76)] [added: 7.](#id34a6ea6612849f586f654c670356768_79)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i44cf2ab026324086bde7bd3f1b371f41_76)] [added: Operations](#id34a6ea6612849f586f654c670356768_79)] | | | [removed: [47](#i44cf2ab026324086bde7bd3f1b371f41_76)] [added: [51](#id34a6ea6612849f586f654c670356768_79)] | | |

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| [Item [removed: 16.](#i44cf2ab026324086bde7bd3f1b371f41_259)] [added: 16.](#id34a6ea6612849f586f654c670356768_253)] | | | [Form 10-K [removed: Summary](#i44cf2ab026324086bde7bd3f1b371f41_259)] [added: Summary](#id34a6ea6612849f586f654c670356768_253)] | | | [removed: [101](#i44cf2ab026324086bde7bd3f1b371f41_259)] [added: [108](#id34a6ea6612849f586f654c670356768_253)] | | |

[Table of [removed: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)][added: Contents](#id34a6ea6612849f586f654c670356768_13)]

Abbreviations, [removed: terms,] [added: acronyms,] or [removed: acronyms] [added: terms that] are commonly used or found in multiple locations throughout this report and include the following:

| [removed: 2024 Notes] [added: 2025 Term Loan A] | | | [removed: 4.640%] Senior [removed: Notes] [added: Term Loan A] due [removed: February 2024, repaid] November [removed: 2021] [added: 2025, repaid May 2024] | | | | | | 2041 Notes | | | 3.366% Senior Notes due November 2041 | | |

| 2024 Term Loan A | | | Senior Term Loan A due October 2024, repaid January [removed: 12,] 2024 | | | | | | [removed: 2051] [added: 2035 B] Notes | | | [removed: 3.477%] [added: 6.050%] Senior Notes due November [removed: 2051] [added: 2035] | | |

| [removed: 2025] [added: 2026] Term Loan A | | | Senior Term Loan A due November [removed: 2025,] [added: 2026,] repaid [removed: May 29, 2024] [added: January 2025] | | | | | | AI | | | Artificial intelligence | | |

| [removed: 2027 Term Loan] [added: 2029] A [added: Notes] | | | [added: 5.327%] Senior [removed: Term Loan A] [added: Notes] due [removed: November 2027] [added: February 2029] | | | | | | EBITDA | | | Earnings before interest, taxes, depreciation, and amortization | | |

| [removed: 2026] [added: 2029 B] Notes | | | [removed: 4.975%] [added: 6.750%] Senior Notes due [removed: February 2026] [added: November 2029] | | | | | | EUV | | | Extreme ultraviolet lithography | | |

| [removed: 2027 Notes] [added: 2029 Term Loan A] | | | [removed: 4.185%] Senior [removed: Notes] [added: Term Loan A] due [removed: February 2027] [added: January 2029] | | | | | | HBM | | | High-bandwidth memory | | |

| [removed: 2028] [added: 2030] Notes | | | [removed: 5.375%] [added: 4.663%] Senior Notes due [removed: April 2028] [added: February 2030] | | | | | | Micron | | | Micron Technology, Inc. (Parent Company) | | |

Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part hereof.


| [Introduction](#id34a6ea6612849f586f654c670356768_16) | | | | | | [5](#id34a6ea6612849f586f654c670356768_16) | | |

| [PART I](#id34a6ea6612849f586f654c670356768_19) | | | | | | | | |

| [Item 1C.](#id34a6ea6612849f586f654c670356768_58) | | | [Cybersecurity](#id34a6ea6612849f586f654c670356768_58) | | | [45](#id34a6ea6612849f586f654c670356768_58) | | |

| [PART II](#id34a6ea6612849f586f654c670356768_70) | | | | | | | | |

| [PART III](#id34a6ea6612849f586f654c670356768_223) | | | | | | | | |

| [PART IV](#id34a6ea6612849f586f654c670356768_241) | | | | | | | | |

| [Signatures](#id34a6ea6612849f586f654c670356768_256) | | | | | | [109](#id34a6ea6612849f586f654c670356768_256) | | |

 4

| 2026 Notes | | | 4.975% Senior Notes due February 2026, repaid February 2025 | | | | | | 2051 Notes | | | 3.477% Senior Notes due November 2051 | | |

| 2027 Notes | | | 4.185% Senior Notes due February 2027, repaid May 2025 | | | | | | CAC | | | China’s Cyberspace Administration | | |

| 2027 Term Loan A | | | Senior Term Loan A due November 2027, repaid January 2025 | | | | | | CHIPS Act | | | U.S. CHIPS and Science Act of 2022 | | |

| 2028 Notes | | | 5.375% Senior Notes due April 2028 | | | | | | DDR | | | Double data rate DRAM | | |

| 2032 Notes | | | 5.650% Senior Notes due November 2032 | | | | | | R&D | | | Research and development | | |

| 2033 A Notes | | | 5.875% Senior Notes due February 2033 | | | | | | Revolving Credit Facility | | | $3.5 billion Revolving Credit Facility due March 2030 | | |

5 | 2025 10-K

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

 6

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

UNITED STATES

Micron’s Global Presence


Micron’s global presence map highlights locations that include our manufacturing sites, centers of excellence, customer labs, and large offices.

Not all Micron locations are represented on this map.


| [Introduction](#i44cf2ab026324086bde7bd3f1b371f41_16) | | | | | | [5](#i44cf2ab026324086bde7bd3f1b371f41_16) | | |

| [PART I](#i44cf2ab026324086bde7bd3f1b371f41_19) | | | | | | | | |

| [Item 1](#i44cf2ab026324086bde7bd3f1b371f41_2337)[C](#i44cf2ab026324086bde7bd3f1b371f41_2337)[.](#i44cf2ab026324086bde7bd3f1b371f41_2337) | | | [Cybersecurity](#i44cf2ab026324086bde7bd3f1b371f41_2337) | | | [42](#i44cf2ab026324086bde7bd3f1b371f41_2337) | | |

| [PART II](#i44cf2ab026324086bde7bd3f1b371f41_67) | | | | | | | | |

| [PART III](#i44cf2ab026324086bde7bd3f1b371f41_229) | | | | | | | | |

| [PART IV](#i44cf2ab026324086bde7bd3f1b371f41_247) | | | | | | | | |

| [Signatures](#i44cf2ab026324086bde7bd3f1b371f41_262) | | | | | | [102](#i44cf2ab026324086bde7bd3f1b371f41_262) | | |

 4

| 2023 Notes | | | 2.497% Senior Notes due April 2023, repaid November 2021 | | | | | | 2033 B Notes | | | 5.875% Senior Notes due September 2033 | | |

| 2026 Term Loan A | | | Senior Term Loan A due November 2026 | | | | | | CAC | | | China’s Cyberspace Administration | | |

| 2029 A Notes | | | 5.327% Senior Notes due February 2029 | | | | | | Multi-Tranche Term Loan Agreement | | | Borrowing agreement that governs the 2026 Term Loan A and 2027 Term Loan A | | |

| 2031 Notes | | | 5.300% Senior Notes due January 2031 | | | | | | Revolving Credit Facility | | | $2.5 billion Revolving Credit Facility due May 2026 | | |

5 | 2024 10-K

41 | 2024 10-K

[Table of Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)

We have aligned our cybersecurity program with recognized security [removed: frameworks] [added: frameworks,] such as NIST-CSF (National Institute of Standard and Technologies – CyberSecurity Framework).

Following these risk assessments, we implement and maintain reasonable safeguards to minimize identified [removed: risks;] [added: risks,] reasonably address any identified gaps in existing [removed: safeguards;] [added: safeguards,] and regularly monitor the effectiveness of our safeguards.

We have implemented technical solutions that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, [removed: antimalware] [added: anti-malware] functionality, and access controls.

As part of our overall risk management system, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with human resources, information technology, legal, compliance and [removed: ethics] [added: ethics,] and management.

These service providers assist us to design, [removed: implement] [added: implement,] or assess our cybersecurity policies and procedures, as well as to monitor and test our safeguards.

For additional information regarding risks from cybersecurity threats, and their effect on our company, including our business strategy, results of operations, or financial condition, please [removed: refer to “Item] [added: see Item] 1A.

Risk [removed: Factors – Risks] [added: Factors, “Risks] Related to Our Business, Operations, and [removed: Industry – Breaches] [added: Industry—Breaches] of our security systems or products, systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our systems or those of our customers, suppliers, or business partners, could expose us to losses.”

One of the key functions of our Board of Directors is informed oversight of our risk management [removed: process,] [added: processes,] including risks from cybersecurity threats.

[Table of [removed: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)][added: Contents](#id34a6ea6612849f586f654c670356768_13)]

Our Chief Security Officer and our Chief Information Officer report to our Security Committee, which oversees monitoring and incident response, risk mitigation, supply chain security, physical security, product security, insider trust, and other [removed: security related items] [added: security-related items,] and are primarily responsible to assess and manage our material risks from cybersecurity threats.

Our Chief Security Officer monitors and stays informed about prevention, detection, mitigation, and remediation efforts through regular communication and reporting from our security team, [removed: and through] the use of technological tools and [removed: software] [added: software,] and results from [removed: third party] [added: third-party] assessments.

We evaluate cybersecurity incidents individually and in the aggregate to assess materiality.

45 | 2025 10-K

 46

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

 42

The following is a summary of our principal facilities as of August [removed: 29, 2024:][added: 28, 2025:]

[removed: ][added: ]

[Table of [removed: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)][added: Contents](#id34a6ea6612849f586f654c670356768_13)]

[removed: To] [added: In addition to the supply capacity we generate through our proprietary product and process technology that increases bit density per wafer, we will need to add new DRAM wafer capacity to] support projected memory demand in the second half of the [removed: decade, we will need to add new DRAM wafer capacity.][added: decade.]

Following the enactment of the [removed: U.S.] CHIPS [removed: and Science Act of 2022 (“CHIPS Act”),] [added: Act,] we announced plans to invest in [removed: two] leading-edge memory manufacturing [removed: fab facilities] [added: sites] in [removed: the United States,] [added: Idaho and New York,] based on CHIPS Act support through grants and investment tax credits.

Construction of the fab began in October 2023, with [removed: meaningful] [added: first] DRAM [added: wafer] output projected in [added: the second half of calendar] 2027.

[removed: In addition, in October 2022, we] [added: Our] announced [removed: plans to build] [added: plan for New York includes construction of] a [removed: second] leading-edge DRAM [added: memory] manufacturing [removed: facility,] [added: site,] consisting of up to four fabs to be built over the next 20-plus years, in Clay, New York.

We expect these new fabs to be key to meeting our requirements for additional wafer [removed: capacity starting in the second half of the decade and beyond,] [added: capacity,] in line with industry demand trends and [removed: to maintain an] [added: our] objective of [added: maintaining] stable bit share.

[removed: We have signed a non-binding preliminary memorandum of terms] [added: On December 9, 2024, we entered into direct funding agreements] with the U.S. Department of Commerce for up to $6.1 billion in direct funding [removed: under] [added: pursuant to] the CHIPS Act for [removed: our] [added: a] planned fab in Boise, [removed: Idaho] [added: Idaho,] and [removed: the first] two planned fabs in Clay, New York.

In [removed: addition,] [added: addition to the CHIPS Act direct funding,] we receive a [removed: 25%] [added: 35%] investment tax credit on qualified investments in U.S. semiconductor manufacturing under the CHIPS Act.

We have also signed a non-binding term sheet with the [removed: state] [added: State] of New York that provides [added: for] up to $5.5 billion in funding for the planned four-fab facility over the next 20-plus years through a combination of tax credits for qualified capital investments and incentives for eligible new job wages.

[removed: We also continue to advance our global back-end assembly and test network in order to] [added: These investments] support our product portfolio and extend our ability to [removed: deliver on] [added: meet] global [removed: customer] [added: market] demand in the future.

[removed: Construction] [added: - India: our construction] is [removed: also] progressing for the assembly and test facility in [removed: Gujarat, India] [added: Gujarat] to address demand in the latter half of this [removed: decade.][added: decade;]

For a breakout of the carrying value of our long-lived assets by geographic [removed: area] [added: area,] see [removed: “Part II –] [added: Part II,] Item 8.

Financial Statements and Supplementary [removed: Data –] [added: Data,] Notes to Consolidated Financial [removed: Statements – Geographic Information.”][added: Statements, Note 29.]

We generally utilize all of our manufacturing capacity.

In June 2025, in connection with certain amendments to our CHIPS Act agreements, we announced plans for a second leading-edge memory manufacturing fab in Idaho to serve growing market demand fueled by AI.

47 | 2025 10-K

We continue to work with state and federal authorities for approval to start ground preparation, and anticipate production to ramp after the completion of the second Idaho fab.

On June 11, 2025, we entered into amendments to the direct funding agreements to add a second planned fab in Boise, Idaho, and allocate certain award funding from the $6.1 billion grants previously awarded to the second planned Idaho fab.

The direct funding for up to $6.1 billion remains unchanged.

On June 11, 2025, we also entered into a direct funding agreement with the U.S. Department of Commerce for up to $275 million in direct funding to expand and modernize our fab in Manassas, Virginia.

The grants under the funding agreements represent total CHIPS Act grants of up to $6.4 billion in connection with our U.S. manufacturing expansion and modernization projects.

In addition, we announced plans to bring advanced HBM packaging capabilities to the U.S.

Outside the U.S., we are investing in manufacturing technologies, facilities and equipment, and R&D, and advancing our global back-end assembly and test network.

Planned investments and those underway include the following:

- Japan: we are modernizing our Hiroshima manufacturing facility to support the production of DRAM using EUV lithography;

- Singapore: we broke ground on an HBM advanced packaging facility to meaningfully expand our total advanced packaging capacity beginning in calendar 2027; and

- Taiwan: we are modernizing our production capacity for DRAM and HBM products to meet rising market demand.

Geographic Information.

43 | 2024 10-K

We generally utilize all of our manufacturing capacity; however, a portion of our facilities were underutilized for 2024 and 2023 due to industry conditions.

See “Part II – Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Industry Conditions” for information regarding our current underutilization.

We expect construction site preparation to begin in calendar 2025, with production anticipated to ramp in the latter half of the decade.

We are also eligible for federal loans up to $7.5 billion.

Additionally, we began enablement of cleanroom space within our existing manufacturing fab in Hiroshima, Japan, that will support production of DRAM using EUV lithography.

We have started construction to expand our existing assembly and test facility in Xi’an, China, to provide space to add more product capability, to allow us over time to serve more of the demand from our customers in China.

[Table of [removed: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)][added: Contents](#id34a6ea6612849f586f654c670356768_13)]

 48

 44

As of September [removed: 27, 2024,] [added: 26, 2025,] there were approximately [removed: 1,636] [added: 1,443] shareholders of record of our common stock.

A substantially greater number of holders of our common stock are [removed: "street name"] [added: “street name”] or beneficial holders, whose shares are held [removed: of record] by banks, brokers, and other financial [removed: institutions.][added: institutions as the holder of record.]

On September [removed: 25, 2024,] [added: 23, 2025,] our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on October [removed: 23, 2024,] [added: 21, 2025,] to shareholders of record as of the close of business on October [removed: 7, 2024.][added: 3, 2025.]

The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market [removed: conditions] [added: conditions, restrictions applicable under our CHIPS Act direct funding agreements,] and our ongoing determination of the best use of available cash.

[removed: As] [added: During the quarter ended August 28, 2025, we did not repurchase any common stock under the authorization, and as] of August [removed: 29, 2024,] [added: 28, 2025,] $2.81 billion of the authorization remained available for the repurchase of our common stock.

[Table of [removed: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)][added: Contents](#id34a6ea6612849f586f654c670356768_13)]

In the fourth quarter of [removed: 2024, shares purchased under the authorization and] [added: 2025,] shares withheld as payment upon the vesting of restricted stock consisted of the following:

| Period | | | [removed: | | | | | |] Total number of shares [removed: purchased(1)] [added: purchased] | | | [added: | | |] Average price paid per share | | | [added: | | |] Total number of shares purchased as part of publicly announced plans or programs | | | Approximate dollar value of shares that may yet be purchased under publicly announced plans or programs (in millions) | | |

| May [removed: 31, 2024 | | |] [added: 30, 2025] – [added: June 26, 2025] | | | [removed: June 27, 2024] [added: —] | | | [removed: —] | | | $ | — | | [added: | | |] — | | | | | |

The following graph illustrates a five-year comparison of cumulative total returns for our common stock, the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX) from August 31, [removed: 2019,] [added: 2020,] through August 31, [removed: 2024.][added: 2025.]

We operate on a [removed: 52] [added: 52-] or 53-week fiscal year which ends on the Thursday closest to August 31.

[removed: ][added: ]

The performance graph above assumes $100 was invested on August 31, [removed: 2019] [added: 2020,] in common stock of Micron Technology, Inc., the S&P 500 Composite Index, and the Philadelphia Semiconductor Index (SOX).

Any dividends paid during the [removed: period] [added: periods] presented were assumed to be reinvested.

| | | | [removed: 2019 | | |] 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | [added: 2025 | | |]

| Philadelphia Semiconductor Index (SOX) | | | 100 | | | 153 | | | [removed: 234] [added: 122] | | | [removed: 186] [added: 169] | | | [removed: 258] [added: 240] | | | [removed: 367] [added: 266] | | |

See Item 8.

Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 20.

Government Incentives.

49 | 2025 10-K

| June 27, 2025 – July 24, 2025 | | | 24,996 | | | | | | 118.61 | | | | | | — | | | | | |

| July 25, 2025 – August 28, 2025 | | | — | | | | | | — | | | | | | — | | | | | |

| | | | 24,996 | | | | | | $ | 118.61 | | | | | — | | | $2,806 | | |

| Micron Technology, Inc. | | | $ | 100 | | $ | 162 | | $ | 125 | | $ | 156 | | $ | 216 | | $ | 268 | |

| S&P 500 Composite Index | | | 100 | | | 131 | | | 116 | | | 135 | | | 172 | | | 199 | | |

45 | 2024 10-K

| June 28, 2024 | | | – | | | July 25, 2024 | | | 25,931 | | | 133.55 | | | — | | | | | |

| July 26, 2024 | | | – | | | August 29, 2024 | | | 3,223,518 | | | 93.07 | | | 3,223,518 | | | | | |

| | | | | | | | | | 3,249,449 | | | $ | 93.39 | | 3,223,518 | | | $2,806 | | |

*(1)* *Includes 25,931 shares withheld as payment of withholding taxes upon the vesting of restricted stock awards.*

| Micron Technology, Inc. | | | $ | 100 | | $ | 101 | | $ | 163 | | $ | 126 | | $ | 157 | | $ | 217 | |

| S&P 500 Composite Index | | | 100 | | | 122 | | | 160 | | | 142 | | | 165 | | | 209 | | |

[Table of [removed: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)][added: Contents](#id34a6ea6612849f586f654c670356768_13)]

 50

 46

| [Consolidated Statements of [removed: Operations](#i44cf2ab026324086bde7bd3f1b371f41_103)] [added: Operations](#id34a6ea6612849f586f654c670356768_103)] | | | [removed: [59](#i44cf2ab026324086bde7bd3f1b371f41_103)] [added: [64](#id34a6ea6612849f586f654c670356768_103)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i44cf2ab026324086bde7bd3f1b371f41_106)] [added: Income](#id34a6ea6612849f586f654c670356768_106)] (Loss) | | | [removed: [60](#i44cf2ab026324086bde7bd3f1b371f41_106)] [added: [65](#id34a6ea6612849f586f654c670356768_106)] | | |

| [Consolidated Balance [removed: Sheets](#i44cf2ab026324086bde7bd3f1b371f41_109)] [added: Sheets](#id34a6ea6612849f586f654c670356768_109)] | | | [removed: [61](#i44cf2ab026324086bde7bd3f1b371f41_109)] [added: [66](#id34a6ea6612849f586f654c670356768_109)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i44cf2ab026324086bde7bd3f1b371f41_112)] [added: Equity](#id34a6ea6612849f586f654c670356768_112)] | | | [removed: [62](#i44cf2ab026324086bde7bd3f1b371f41_112)] [added: [67](#id34a6ea6612849f586f654c670356768_112)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i44cf2ab026324086bde7bd3f1b371f41_115)] [added: Flows](#id34a6ea6612849f586f654c670356768_115)] | | | [removed: [63](#i44cf2ab026324086bde7bd3f1b371f41_115)] [added: [68](#id34a6ea6612849f586f654c670356768_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i44cf2ab026324086bde7bd3f1b371f41_118)] [added: Statements](#id34a6ea6612849f586f654c670356768_118)] | | | [removed: [64](#i44cf2ab026324086bde7bd3f1b371f41_118)] [added: [69](#id34a6ea6612849f586f654c670356768_118)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i44cf2ab026324086bde7bd3f1b371f41_214) 238[)](#i44cf2ab026324086bde7bd3f1b371f41_214)] [added: ID](#id34a6ea6612849f586f654c670356768_208) 238[)](#id34a6ea6612849f586f654c670356768_208)] | | | [removed: [92](#i44cf2ab026324086bde7bd3f1b371f41_214)] [added: [99](#id34a6ea6612849f586f654c670356768_208)] | | |

[Table of [removed: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)][added: Contents](#id34a6ea6612849f586f654c670356768_13)]

| For the year ended | | | August [added: 28, 2025 | | | August] 29, 2024 | | | August 31, 2023 | | | [removed: September 1, 2022 | | |]

| Revenue | | | $ | [removed: 25,111] [added: 37,378] | | $ | [removed: 15,540] [added: 25,111] | | $ | [removed: 30,758] [added: 15,540] | |

| Cost of goods sold | | | [removed: 19,498] [added: 22,505] | | | [removed: 16,956] [added: 19,498] | | | [removed: 16,860] [added: 16,956] | | |

| Gross margin | | | [removed: 5,613] [added: 14,873] | | | [removed: (1,416)] [added: 5,613] | | | [removed: 13,898] [added: (1,416)] | | |

| Research and development | | | [removed: 3,430] [added: 3,798] | | | [removed: 3,114] [added: 3,430] | | | [removed: 3,116] [added: 3,114] | | |

| Selling, general, and administrative | | | [removed: 1,129] [added: 1,205] | | | [removed: 920] [added: 1,129] | | | [removed: 1,066] [added: 920] | | |

| Restructure and asset impairments | | | [removed: 1] [added: 39] | | | [removed: 171] [added: 1] | | | [removed: 48] [added: 171] | | |

| Other operating (income) expense, net | | | [removed: (251)] [added: 61] | | | [removed: 124] [added: (251)] | | | [removed: (34)] [added: 124] | | |

| Operating income (loss) | | | [removed: 1,304] [added: 9,770] | | | [removed: (5,745)] [added: 1,304] | | | [removed: 9,702] [added: (5,745)] | | |

| Interest income | | | [removed: 529] [added: 496] | | | [removed: 468] [added: 529] | | | [removed: 96] [added: 468] | | |

| Interest expense | | | [removed: (562)] [added: (477)] | | | [removed: (388)] [added: (562)] | | | [removed: (189)] [added: (388)] | | |

[removed: |] Other [removed: non-operating income (expense), net | | | (31) | | | 7 | | | (38) | | |][added: Non-Operating Income (Expense), Net]

| | | | [removed: 1,240] [added: 9,654] | | | [removed: (5,658)] [added: 1,240] | | | [removed: 9,571] [added: (5,658)] | | |

| Income tax (provision) benefit | | | [removed: (451)] [added: (1,124)] | | | [removed: (177)] [added: (451)] | | | [removed: (888)] [added: (177)] | | |

| Equity in net income (loss) of equity method investees | | | [removed: (11)] [added: 9] | | | [removed: 2] [added: (11)] | | | [removed: 4] [added: 2] | | |

| Net income (loss) | | | $ | [removed: 778] [added: 8,539] | | $ | [removed: (5,833)] [added: 778] | | $ | [removed: 8,687] [added: (5,833)] | |

| Basic | | | $ | [removed: 0.70] [added: 7.65] | | $ | [removed: (5.34)] [added: 0.70] | | $ | [removed: 7.81] [added: (5.34)] | |

| Diluted | | | [removed: 0.70] [added: 7.59] | | | [removed: (5.34)] [added: 0.70] | | | [removed: 7.75] [added: (5.34)] | | |

| Basic | | | [removed: 1,105] [added: 1,116] | | | [removed: 1,093] [added: 1,105] | | | [removed: 1,112] [added: 1,093] | | |

| Diluted | | | [removed: 1,118] [added: 1,125] | | | [removed: 1,093] [added: 1,118] | | | [removed: 1,122] [added: 1,093] | | |

| Gains (losses) on derivative instruments | | | [removed: 142] [added: 92] | | | [removed: 234] [added: 142] | | | [removed: (516)] [added: 234] | | |

| Unrealized gains (losses) on investments | | | [removed: 33] [added: 4] | | | [removed: 6] [added: 33] | | | [removed: (48)] [added: 6] | | |

| Pension liability adjustments | | | [removed: 3] [added: 6] | | | [removed: 11] [added: 3] | | | [removed: 3] [added: 11] | | |

| Foreign currency translation adjustments | | | — | | | [removed: (3)] [added: —] | | | [removed: (1)] [added: (3)] | | |

| Other comprehensive income (loss) | | | [removed: 178] [added: 102] | | | [removed: 248] [added: 178] | | | [removed: (562)] [added: 248] | | |

| Total comprehensive income (loss) | | | $ | [removed: 956] [added: 8,641] | | $ | [removed: (5,585)] [added: 956] | | $ | [removed: 8,125] [added: (5,585)] | |

| As of | | | August [removed: 29, 2024] [added: 28, 2025] | | | August [removed: 31, 2023] [added: 29, 2024] | | |

| Cash and [added: cash] equivalents | | | $ | [removed: 7,041] [added: 9,642] | | $ | [removed: 8,577] [added: 7,041] | |

| Short-term investments | | | [removed: 1,065] [added: 665] | | | [removed: 1,017] [added: 1,065] | | |

| Receivables | | | [removed: 6,615] [added: 9,265] | | | [removed: 2,443] [added: 6,615] | | |

| Inventories | | | [removed: 8,875] [added: 8,355] | | | [removed: 8,387] [added: 8,875] | | |

| Other current assets | | | [removed: 776] [added: 914] | | | [removed: 820] [added: 776] | | |

| Other non-operating income (expense), net | | | (135) | | | (31) | | | 7 | | |

 64

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

 66

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

| Balance as of August 28, 2025 | | | 1,266 | | | $ | 127 | | $ | 13,339 | | $ | 48,583 | | $ | (7,852) | | $ | (32) | | $ | 54,165 | |

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

| For the year ended | | | August 28, 2025 | | | August 29, 2024 | | | August 31, 2023 | | | | | | | | |

| Net income (loss) | | | $ | 8,539 | | $ | 778 | | $ | (5,833) | | | | | | | |

 68

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

Note 1.

We also use derivative instruments to manage our exposure to changes in commodity prices for manufacturing supplies.

69 | 2025 10-K

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

Government incentives are recognized in the financial statements based on the underlying principal criteria for earning the incentives when there is reasonable assurance that the conditions of the government incentives are met and the incentive will be received.

For each project, we estimate the total expected project costs and recognize a proportionate benefit as qualified project costs are incurred.

As the estimated total expected qualified project cost changes, we adjust our estimate of the recognized proportionate benefit.

 70

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

71 | 2025 10-K

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

Note 2.

Recently Adopted Accounting Standards

We adopted this ASU in the fourth quarter of 2025 on a retrospective basis.

Adoption of this ASU resulted in increased disclosures in the Notes to Consolidated Financial Statements.

See Note 27.

Note 3.

Adoption of this new guidance will result in increased disclosures in the Notes to Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03 (ASC Topic 220), *Disaggregation of Income Statement Expenses*.

This ASU requires disclosure of certain expenses in the notes to the financial statements.

Adoption of this new guidance will result in increased disclosures in the Notes to Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06 (ASC Topic 350), *Targeted Improvements to the Accounting for Internal-Use Software*.

This ASU makes targeted improvements to the accounting for internal-use software and ASU will be effective for the first quarter of 2029, with early adoption permitted.

This ASU provides for adoption on a prospective basis, with retrospective or modified retrospective application permitted.

We are evaluating the timing and effects of our adoption of this new guidance on our financial statements.

Note 4.

 72

[Table of Contents](#id34a6ea6612849f586f654c670356768_13)

 58

59 | 2024 10-K

 60

61 | 2024 10-K

| Balance at September 2, 2021 | | | 1,216 | | | $ | 122 | | $ | 9,453 | | $ | 39,051 | | $ | (4,695) | | $ | 2 | | $ | 43,933 | |

 62

| Proceeds from sale of Lehi, Utah fab | | | — | | | — | | | 888 | | | | | | | | |

| Repurchases of common stock - repurchase program | | | (300) | | | (425) | | | (2,432) | | | | | | | | |

63 | 2024 10-K

 64

Government incentives are recorded in the financial statements in accordance with their purpose: as a reduction of asset costs or a reduction of expenses.

65 | 2024 10-K

 66

This standard will impact our disclosures and will not impact our financial statements.

The Lease SPEs are variable interest entities because their equity is not sufficient to permit them to finance their activities without additional support from the Financing Entities and because the third-party equity holder lacks characteristics of a controlling financial interest.

67 | 2024 10-K

| | | | 7,041 | | | $ | 1,065 | | $ | 1,046 | | $ | 9,152 | | | | | 8,577 | | | $ | 1,017 | | $ | 844 | | $ | 10,438 | |

*(4)Restricted cash is included in other current assets and other noncurrent assets and primarily relates to certain government incentives received prior to being earned and for which restrictions lapse upon achieving certain performance conditions or which will be returned if performance conditions are not met.*

 68

| | | | $ | 6,615 | | $ | 2,443 | |

| | | | $ | 8,875 | | $ | 8,387 | |

| | | | 96,047 | | | 87,585 | | |

| | | | $ | 39,749 | | $ | 37,928 | |

69 | 2024 10-K

Measuring the present value of the initial lease liability requires judgment to determine the discount rate, which we base on interest rates for borrowings with similar terms and collateral issued by entities with credit ratings similar to ours.

*(1)Operating lease cost includes short-term and variable lease expenses, which were not material for the periods presented.*

 70

| 2028 | | | 362 | | | 82 | | |

| 2029 | | | 279 | | | 76 | | |

| 2030 and thereafter | | | 568 | | | 398 | | |

| | | | $ | 2,054 | | $ | 681 | |

| | | | $ | 694 | | $ | (278) | | $ | 416 | | | | | $ | 613 | | $ | (209) | | $ | 404 | |

Expected amortization expense is $67 million for 2025, $56 million for 2026, $52 million for 2027, $49 million for 2028, and $42 million for 2029.

71 | 2024 10-K

| | | | $ | 7,299 | | $ | 3,958 | |

| 2024 Term Loan A | | | N/A | | | N/A | | | — | | | — | | | — | | | — | | | | | | 588 | | | — | | | 587 | | | 587 | | |

| 2025 Term Loan A | | | N/A | | | N/A | | | — | | | — | | | — | | | — | | | | | | 1,052 | | | — | | | 1,050 | | | 1,050 | | |

| | | | | | | | | | $ | 13,491 | | $ | 431 | | $ | 12,966 | | $ | 13,397 | | | | | $ | 13,465 | | $ | 278 | | $ | 13,052 | | $ | 13,330 | |

The resulting variable interest paid is at a rate equal to SOFR plus approximately 3.33%.

 72

During the fourth quarter of [removed: 2024,] [added: 2025,] there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of August [removed: 29, 2024.][added: 28, 2025.]

The effectiveness of our internal control over financial reporting as of August [removed: 29, 2024] [added: 28, 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8, of this [added: Annual Report on] Form 10-K.

[Table of [removed: Contents](#i44cf2ab026324086bde7bd3f1b371f41_13)][added: Contents](#id34a6ea6612849f586f654c670356768_13)]

 102

95 | 2024 10-K

The following [removed: officers and director,] [added: officers,] as defined in Rule 16a-1(f) of the Exchange Act, adopted [added: and/or terminated] a “Rule 10b5-1 trading [added: arrangement” or a “non-Rule 10b5-1 trading] arrangement,” as defined in Item 408 of Regulation S-K, [removed: as follows:][added: during the last fiscal quarter.]