Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

Micron Technology, Inc.

Consolidated Statements of Operations

(In millions, except per share amounts)

(Unaudited)


Three months ended	November 27, 2025		November 28, 2024

Revenue	$	13,643	$	8,709
Cost of goods sold	5,997		5,361
Gross margin	7,646		3,348

Research and development	1,171		888
Selling, general, and administrative	337		288
Other operating (income) expense, net	2		(2)
Operating income	6,136		2,174

Interest income	139		107
Interest expense	(74)		(118)
Other non-operating income (expense), net	(140)		(11)
	6,061		2,152

Income tax (provision) benefit	(829)		(283)
Equity in net income (loss) of equity method investees	8		1
Net income	$	5,240	$	1,870

Earnings per share
Basic	$	4.66	$	1.68
Diluted	4.60		1.67

Number of shares used in per share calculations
Basic	1,125		1,111
Diluted	1,138		1,122

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In millions)

(Unaudited)


Three months ended	November 27, 2025		November 28, 2024

Net income	$	5,240	$	1,870

Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments	(94)		(85)

Unrealized gains (losses) on investments	3		(2)

Other comprehensive income (loss)	(91)		(87)
Total comprehensive income	$	5,149	$	1,783

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.

Consolidated Balance Sheets

(In millions, except par value amounts)

(Unaudited)


As of	November 27, 2025		August 28, 2025

Assets
Cash and cash equivalents	$	9,731	$	9,642
Short-term investments	587		665
Receivables	10,184		9,265
Inventories	8,205		8,355
Other current assets	958		914
Total current assets	29,665		28,841
Long-term marketable investments	1,697		1,629
Property, plant, and equipment	48,477		46,590
Operating lease right-of-use assets	700		736
Intangible assets	465		453
Deferred tax assets	641		616
Goodwill	1,150		1,150
Other noncurrent assets	3,176		2,783
Total assets	$	85,971	$	82,798

Liabilities and equity
Accounts payable and accrued expenses	$	9,796	$	9,649
Current debt	569		560
Other current liabilities	1,695		1,245
Total current liabilities	12,060		11,454
Long-term debt	11,187		14,017
Noncurrent operating lease liabilities	669		701
Noncurrent unearned government incentives	1,148		1,018
Other noncurrent liabilities	2,101		1,443
Total liabilities	27,165		28,633

Commitments and contingencies

Shareholders’ equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,271 shares issued and 1,126 outstanding (1,266 shares issued and 1,122 outstanding as of August 28, 2025)	127		127
Additional capital	13,610		13,339
Retained earnings	53,344		48,583
Treasury stock, 145 shares held (144 shares as of August 28, 2025)	(8,152)		(7,852)
Accumulated other comprehensive income (loss)	(123)		(32)
Total equity	58,806		54,165
Total liabilities and equity	$	85,971	$	82,798

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.

Consolidated Statements of Changes in Equity

(In millions, except per share amounts)

(Unaudited)


	Common Stock			Additional Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
	Number of Shares	Amount

Balance as of August 28, 2025	1,266	$	127	$	13,339	$	48,583	$	(7,852)	$	(32)	$	54,165
Net income	—	—		—		5,240		—		—		5,240
Other comprehensive income (loss), net	—	—		—		—		—		(91)		(91)
Stock issued under equity compensation plans	7	—		1		—		—		—		1
Stock-based compensation expense	—	—		290		—		—		—		290
Repurchase of stock – repurchase program	—	—		—		—		(300)		—		(300)
Repurchase of stock – withholdings on employee equity awards	(2)	—		(20)		(347)		—		—		(367)
Dividends and dividend equivalents declared ($0.115 per share)	—	—		—		(132)		—		—		(132)
Balance as of November 27, 2025	1,271	$	127	$	13,610	$	53,344	$	(8,152)	$	(123)	$	58,806


	Common Stock			Additional Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
	Number of Shares	Amount

Balance as of August 29, 2024	1,253	$	125	$	12,115	$	40,877	$	(7,852)	$	(134)	$	45,131
Net income	—	—		—		1,870		—		—		1,870
Other comprehensive income (loss), net	—	—		—		—		—		(87)		(87)
Stock issued under equity compensation plans	7	1		1		—		—		—		2
Stock-based compensation expense	—	—		220		—		—		—		220
Repurchase of stock – withholdings on employee equity awards	(2)	—		(19)		(188)		—		—		(207)
Dividends and dividend equivalents declared ($0.115 per share)	—	—		—		(132)		—		—		(132)
Balance as of November 28, 2024	1,258	$	126	$	12,317	$	42,427	$	(7,852)	$	(221)	$	46,797

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


Three months ended	November 27, 2025		November 28, 2024

Cash flows from operating activities
Net income	$	5,240	$	1,870
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense and amortization of intangible assets	2,212		2,030
Stock-based compensation	290		220
Change in operating assets and liabilities:
Receivables	(871)		(817)
Inventories	150		170
Accounts payable and accrued expenses	156		(241)
Other current liabilities	449		(161)
Other noncurrent liabilities	547		132
Other	238		41
Net cash provided by operating activities	8,411		3,244

Cash flows from investing activities
Expenditures for property, plant, and equipment	(5,389)		(3,206)
Purchases of available-for-sale securities	(255)		(377)
Proceeds from government incentives	878		65
Proceeds from maturities and sales of available-for-sale securities	268		428
Other	(96)		(58)
Net cash used for investing activities	(4,594)		(3,148)

Cash flows from financing activities
Repayments of debt	(2,943)		(84)
Repurchases of common stock - withholdings on employee equity awards	(367)		(207)
Repurchases of common stock - repurchase program	(300)		—
Payments of dividends to shareholders	(134)		(131)
Other	(1)		—
Net cash used for financing activities	(3,745)		(422)

Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash	14		(29)

Net increase (decrease) in cash, cash equivalents, and restricted cash	86		(355)
Cash, cash equivalents, and restricted cash at beginning of period	9,646		7,052
Cash, cash equivalents, and restricted cash at end of period	$	9,732	$	6,697

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tabular amounts in millions, except per share amounts)

(Unaudited)

Note 1. Significant Accounting Policies

For a discussion of our significant accounting policies, see Part II, Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 1. Significant Accounting Policies of our Annual Report on Form 10-K for the year ended August 28, 2025. There have been no changes to our significant accounting policies since our Annual Report on Form 10-K for the year ended August 28, 2025.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Micron Technology, Inc. and our consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended August 28, 2025.

In the opinion of our management, the accompanying unaudited consolidated financial statements contain all necessary adjustments, consisting of a normal recurring nature, to fairly state the financial information set forth herein. Certain reclassifications have been made to prior-period amounts to conform to current-period presentation.

Our fiscal year is the 52- or 53-week period ending on the Thursday closest to August 31. Fiscal year 2026 contains 53 weeks and fiscal year 2025 contains 52 weeks. Our fourth quarter of fiscal year 2026 contains 14 weeks. All period references are to our fiscal periods unless otherwise indicated. These interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended August 28, 2025.

Note 2. Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09 (ASC Topic 740), Improvements to Income Tax Disclosures. This ASU requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid. This ASU will be effective for our annual reporting for 2026 on a prospective basis, with retrospective application permitted. Adoption of this new guidance will result in expanded 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. This ASU will be effective for our annual reporting for 2028 on a prospective basis, with retrospective application permitted. Adoption of this new guidance will result in expanded 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 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.

In December 2025, the FASB issued ASU 2025-10 (ASC Topic 832), Accounting for Government Grants Received by Business Entities. This ASU establishes the accounting and presentation for government grants received by a business entity. The ASU will be effective for the first quarter of 2030, with early adoption permitted. This ASU provides for adoption either on a modified prospective, modified retrospective, or retrospective basis. We are evaluating the timing and effects of our adoption of this new guidance on our financial statements.

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Note 3. Variable Interest Entities

Certain third-party special purpose entities (the “Lease SPEs”) facilitate equipment lease financing transactions between us and various financial institutions. Neither we nor the financial institutions have an equity interest in the Lease SPEs, which are variable interest entities. The arrangements are financing vehicles and we do not bear any significant risks from variable interests with the Lease SPEs. We do not have the power to direct the activities of the Lease SPEs that most significantly impact their economic performance and, as such, we do not consolidate them. We had approximately $1.51 billion and $1.58 billion of financial lease liabilities and right-of-use assets under these arrangements as of November 27, 2025 and August 28, 2025, respectively.

Note 4. Cash and Investments

All of our short-term investments and long-term marketable investments were classified as available for sale as of the dates noted below. Cash and cash equivalents and the fair values of our available-for-sale securities, which approximated amortized costs, were as follows:


	As of November 27, 2025								As of August 28, 2025
	Cash and Cash Equivalents		Short-term Investments		Long-term Marketable Investments(1)		Total Fair Value		Cash and Cash Equivalents		Short-term Investments		Long-term Marketable Investments(1)		Total Fair Value

Cash	$	8,441	$	—	$	—	$	8,441	$	7,875	$	—	$	—	$	7,875
Level 1(2)
Money market funds	45		—		—		45		410		—		—		410
Level 2(3)
Certificates of deposit	919		6		—		925		1,292		6		—		1,298
Corporate bonds	201		490		1,140		1,831		23		559		1,047		1,629
Asset-backed securities	—		27		504		531		—		31		521		552
Government securities	30		41		53		124		9		43		61		113
Commercial paper	95		23		—		118		33		26		—		59
	9,731		$	587	$	1,697	$	12,015	9,642		$	665	$	1,629	$	11,936
Restricted cash(4)	1								4
Cash, cash equivalents, and restricted cash	$	9,732							$	9,646

*(1)*The maturities of long-term marketable investments primarily range from one to five years, except for asset-backed securities which are not due at a single maturity date.

(2)The fair value of Level 1 securities is measured based on quoted prices in active markets for identical assets.

*(3)*The fair value of Level 2 securities is measured using information obtained from pricing services, which obtain quoted market prices for similar instruments, non-binding market consensus prices that are corroborated by observable market data, or various other methodologies, to determine the appropriate value at the measurement date. We perform supplemental analysis to validate information obtained from these pricing services. No adjustments were made to the fair values indicated by such pricing information as of November 27, 2025 or August 28, 2025.

*(4)*Restricted cash is included in other current assets.

Gross realized gains and losses from sales of available-for-sale securities were not material for any period presented.

Non-marketable Equity Investments

In addition to the amounts included in the table above, we had $183 million and $194 million of non-marketable equity investments without a readily determinable fair value that were included in other noncurrent assets as of November 27, 2025 and August 28, 2025, respectively. Our non-marketable equity investments are recorded at cost minus impairment, if any, adjusted for qualifying observable price changes.

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Note 5. Receivables


As of	November 27, 2025		August 28, 2025

Trade receivables	$	8,009	$	7,163
Government incentives	1,664		1,572
Income and other taxes	441		436
Other	70		94
	$	10,184	$	9,265

Note 6. Inventories


As of	November 27, 2025		August 28, 2025

Finished goods	$	1,142	$	1,094
Work in process	6,192		6,401
Raw materials and supplies	871		860
	$	8,205	$	8,355

Note 7. Property, Plant, and Equipment


As of	November 27, 2025		August 28, 2025

Land	$	420	$	420
Buildings	22,860		22,173
Equipment(1)	82,839		79,934
Construction in progress(2)	5,693		5,518
Software	1,678		1,651
	113,490		109,696
Accumulated depreciation	(65,013)		(63,106)
	$	48,477	$	46,590

*(1)*Includes costs related to equipment not placed into service of $3.88 billion as of November 27, 2025 and $4.05 billion as of August 28, 2025.

*(2)*Primarily includes building-related construction and tool installation.

On November 19, 2025, we finalized an incentive arrangement for the enhancement and modernization of our Singapore manufacturing facilities, under which we will receive government support for qualified capital spending and labor costs. The incentive arrangement may be subject to reduction, recapture, or termination if certain conditions are not met. Terms and conditions are subject to the confidentiality provisions of the incentive arrangement.

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Note 8. Leases

The components of lease cost are presented below:


Three months ended	November 27, 2025		November 28, 2024

Finance lease cost
Amortization of right-of-use asset	$	108	$	62
Interest on lease liability	38		24
Operating lease cost(1)	40		38
	$	186	$	124

*(1)*Includes short-term and variable lease costs.

Supplemental cash flow information related to leases was as follows:


Three months ended	November 27, 2025		November 28, 2024

Cash flows used for operating activities
Finance leases	$	43	$	20
Operating leases	37		36
Cash flows used for financing activities – Finance leases	123		58
Non-cash acquisitions of right-of-use assets
Finance leases	10		505
Operating leases	12		—

Supplemental balance sheet information related to leases was as follows:


As of	November 27, 2025			August 28, 2025

Finance lease right-of-use assets (included in property, plant, and equipment)	$	2,910		$	3,004
Current operating lease liabilities (included in accounts payable and accrued expenses)	68			74

Weighted-average remaining lease term (in years)
Finance leases	7			7
Operating leases	13			12
Weighted-average discount rate
Finance leases	4.86		%	5.19		%
Operating leases	4.33		%	4.26		%

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As of November 27, 2025, maturities of lease liabilities by fiscal year were as follows:


	Finance Leases		Operating Leases

Remainder of 2026	$	507	$	64
2027	657		89
2028	637		86
2029	546		81
2030	335		83
2031 and thereafter	653		631
Less imputed interest	(423)		(297)
	$	2,912	$	737

The table above excludes obligations for leases that have been executed but have not yet commenced. As of November 27, 2025, excluded obligations consisted of $1.13 billion of finance lease obligations over a weighted-average period of 15 years for gas supply arrangements deemed to contain embedded leases. We will recognize right-of-use assets and associated lease liabilities at the time such assets become available for our use.

Note 9. Accounts Payable and Accrued Expenses


As of	November 27, 2025		August 28, 2025

Accounts payable	$	3,227	$	3,132
Property, plant, and equipment	4,295		4,391
Salaries, wages, and benefits	1,120		1,116
Income and other taxes	723		628
Other	431		382
	$	9,796	$	9,649

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Note 10. Debt


	As of November 27, 2025										As of August 28, 2025
					Net Carrying Amount						Net Carrying Amount
	Stated Rate		Effective Rate		Current		Long-Term		Total		Current		Long-Term		Total

2029 A Notes	5.327	%	5.40	%	$	—	$	698	$	698	$	—	$	698	$	698
2030 Notes	4.663	%	4.73	%	—		794		794		—		794		794
2031 Notes	5.300	%	5.41	%	—		995		995		—		995		995
2032 Green Bonds	2.703	%	2.77	%	—		996		996		—		996		996
2032 Notes	5.650	%	5.79	%	—		496		496		—		496		496
2033 A Notes	5.875	%	5.96	%	—		746		746		—		746		746
2033 B Notes	5.875	%	6.01	%	—		892		892		—		892		892
2035 A Notes	5.800	%	5.90	%	—		993		993		—		992		992
2035 B Notes	6.050	%	6.14	%	—		1,241		1,241		—		1,241		1,241
2041 Notes	3.366	%	3.41	%	—		497		497		—		497		497
2051 Notes	3.477	%	3.52	%	—		496		496		—		496		496
2028 Notes	N/A		N/A		—		—		—		—		540		540
2029 Term Loan A	N/A		N/A		—		—		—		—		982		982
2029 B Notes	N/A		N/A		—		—		—		—		1,168		1,168
Finance lease obligations	N/A		4.86	%	569		2,343		2,912		560		2,484		3,044
					$	569	$	11,187	$	11,756	$	560	$	14,017	$	14,577

Debt Activity

The table below presents the effects of debt prepayment activity in the first three months of 2026:


	Transaction Date	Decrease in Principal		Decrease in Carrying Value		Decrease in Cash

Prepayments
2028 Notes	October 24, 2025	$	(542)	$	(541)	$	(562)
2029 B Notes	October 24, 2025	(1,159)		(1,168)		(1,276)
2029 Term Loan A	October 27, 2025	(984)		(982)		(984)
		$	(2,685)	$	(2,691)	$	(2,822)

In the first quarter of 2026, we recognized a $130 million loss in other non-operating income (expense) in connection with these prepayments.

Revolving Credit Facility

As of November 27, 2025, no amounts were outstanding under the Revolving Credit Facility and $3.50 billion was available to us. Under the Revolving Credit Facility, borrowing would generally bear interest at a rate equal to adjusted term SOFR plus 0.875% to 1.50%, depending on our corporate credit ratings. Any amounts outstanding under the Revolving Credit Facility would mature on March 12, 2030 and amounts borrowed may be prepaid without penalty. Any obligations under the Revolving Credit Facility would be unsecured.

The Revolving Credit Facility requires us to maintain, on a consolidated basis, a net leverage ratio of total net indebtedness to adjusted EBITDA, as defined in the Revolving Credit Facility agreement and calculated as of the last day of each fiscal quarter, not to exceed 3.25 to 1.00, subject to a temporary four fiscal quarter increase in such maximum ratio to 3.75 to 1.00 following certain material acquisitions.

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Maturities of Notes Payable

As of November 27, 2025, maturities of notes payable by fiscal year were as follows:


Remainder of 2026	$	—
2027	—
2028	—
2029	700
2030	796
2031 and thereafter	7,400
Unamortized issuance costs and discounts	(52)
	$	8,844

Note 11. Contingencies

We are currently a party to legal actions other than those described below arising from the normal course of business, none of which are expected to have a material adverse effect on our business, results of operations, or financial condition.

Patent Matters

As is typical in the semiconductor and other high-tech industries, from time to time, others have asserted, and may in the future assert, that our products or manufacturing processes infringe upon their intellectual property rights. A description of certain claims is below.

On April 28, 2021, Netlist, Inc. (“Netlist”) filed two patent infringement actions against Micron, Micron Semiconductor Products, Inc. (“MSP”), and Micron Technology Texas, LLC (“MTEC”) in the U.S. District Court for the Western District of Texas (“W.D. Tex.”). The first complaint alleges that one U.S. patent is infringed by certain of our non-volatile dual in-line memory modules. The second complaint alleges that three U.S. patents are infringed by certain of our load-reduced dual in-line memory modules (“LRDIMMs”). Each complaint seeks injunctive relief, damages, attorneys’ fees, and costs. On March 31, 2022, Netlist filed a patent infringement complaint against Micron and Micron Semiconductor (Deutschland) GmbH (“MSG”) in Düsseldorf Regional Court alleging that two German patents are infringed by certain of our LRDIMMs. The complaint seeks damages, costs, and injunctive relief. In rulings issued on March 7, 2024 and November 7, 2024, the Federal Patent Court in Germany declared both patents invalid. Netlist has appealed those rulings.

On June 10, 2022, Netlist filed a patent infringement complaint against Micron, MSP, and MTEC in the U.S. District Court for the Eastern District of Texas (“E.D. Tex.”) alleging that six U.S. patents are infringed by certain of our memory modules and HBM products. On August 1, 2022, Netlist filed a second patent infringement complaint against the same defendants in E.D. Tex. alleging that one U.S. patent is infringed by certain of our LRDIMMs. On August 15, 2022, Netlist amended the second complaint to assert that two additional U.S. patents are infringed by certain of our LRDIMMs. The complaints in E.D. Tex. seek injunctive relief, damages, and attorneys’ fees. On May 23, 2024, following a four-day trial regarding the second complaint filed by Netlist in the E.D. Tex., a jury rendered a verdict that Micron’s memory modules infringe two asserted patents—U.S. Patent No. 7,619,912 (“the ‘912 patent”) and U.S. Patent No. 11,093,417 (“the ‘417 patent”)—and found that Micron should pay $425 million for infringement of the ‘912 patent and $20 million for infringement of the ‘417 patent. On July 9, 2025, Micron filed a notice that it will appeal the judgment. On April 17, 2024, the Patent Trial and Appeal Board (“PTAB”) of the United States Patent and Trademark Office (“USPTO”) issued a final written decision (“FWD”) finding unpatentable the sole asserted claim of the ‘912 patent. On September 10, 2024, Netlist filed a notice that it will appeal the ruling that the ‘912 patent is unpatentable to the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”). On July 30, 2024, the USPTO issued a FWD finding unpatentable all asserted claims of the ‘417 patent. On December 10, 2024, Netlist filed a notice that it will appeal the ruling that the ‘417 patent is unpatentable to the Federal Circuit. In the case of each of the ‘912 and ‘417 patents, if the United States Court of Appeals for the Federal Circuit affirms the FWD, then the affirmed FWD will preclude any pending actions asserting infringement of such patent (including any infringement verdict that is subject to an ongoing appeal).

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On May 19, 2025, Netlist filed a complaint against Micron, MSP, and MTEC in E.D. Tex. alleging that one U.S. patent is infringed by our HBM products. On July 8, 2025, Netlist amended the complaint to allege that one additional U.S. patent is infringed by certain of our DIMMs. On July 28, 2025, Netlist filed an additional complaint against Micron, MSP, and MTEC in E.D. Tex. alleging that one U.S. patent is infringed by certain of our DIMMs. These complaints seek damages, attorneys’ fees, and other equitable relief.

On January 23, 2023, Besang Inc. filed a patent infringement complaint against Micron in E.D. Tex. The complaint alleges that one U.S. patent is infringed by certain of our 3D NAND and SSD products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On September 17, 2025, the District Court issued a judgment that the accused products do not infringe the asserted patent. On October 17, 2025, Besang filed a notice that it will appeal the District Court’s judgment.

On November 9, 2023, Yangtze Memory Technologies Company, Ltd. (“YMTC”) filed a patent infringement complaint against Micron and one of its subsidiaries in the U.S. District Court for the Northern District of California (“N.D. Cal.”). The complaint alleges that eight U.S. patents are infringed by certain of our 3D NAND products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On January 22, 2024, Micron Semiconductor (Shanghai) Co., Ltd. (“MSS”) was served with three patent infringement complaints filed by YMTC in Beijing Intellectual Property Court and on February 27, 2024, Micron was served with the same complaints. The complaints assert that Micron and MSS infringed three Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On July 12, 2024, YMTC filed a second complaint against Micron and its subsidiary in N.D. Cal. The second complaint alleges that eleven U.S. patents are infringed by certain of our 3D NAND and DDR5 DRAM products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On September 11, 2024, MSS was served with five patent infringement complaints filed by YMTC in Shanghai Intellectual Property Court. The complaints assert that Micron and MSS infringed five Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China. The complaint seeks an injunction, damages, attorneys’ fees, and costs.

On October 6, 2025, YMTC filed several patent infringement complaints against Micron and certain of its subsidiaries alleging that the Company’s manufacture, importation, sale, offering for sale, and/or assisting others to sell certain NAND and DRAM products infringe certain patents owned by YMTC. Specifically, YMTC filed the following complaints: A patent infringement complaint against Micron, MSP, and MTEC in E.D. Tex. alleging that seven patents are infringed by certain of our 3D NAND products and one patent is infringed by certain of our LPDRAM products; a patent infringement complaint in the London Chancery Division of the English High Court against Micron and Micron Europe Limited (“MEL”) alleging that three patents are infringed by certain of our NAND and DRAM products; three complaints against Micron and various combinations of subsidiaries including MEL, MSP, MSG, and Micron Semiconductor France SAS in the Unified Patent Court in Dusseldorf, Germany, alleging that three patents are infringed by certain of our 3D NAND and LPDRAM products; and five complaints against Micron, MEL, and MSG in Munich Regional Court in Munich, Germany, alleging that five patents are infringed by certain of our 3D NAND products. Each of the complaints filed against us by YMTC on October 6, 2025, seeks an injunction, attorneys’ fees, damages, and costs.

On October 16, 2024, Palisade Technologies, LLP filed a patent infringement lawsuit against Micron and MSP in W.D. Tex. The complaint alleges that five U.S. patents are infringed by certain of our DRAM, NAND, 3D NAND, and SSD products. The complaint seeks an injunction, damages, attorneys’ fees, and costs.

On June 30, 2025, Advanced Memory Technologies, LLC (“AMT”) filed a patent infringement lawsuit against Micron in W.D. Tex. alleging that four U.S. Patents are infringed by certain of our DRAM and NAND products. On November 4, 2025, AMT amended the complaint to allege that a fifth patent is infringed by certain of our DRAM products. The complaint seeks an injunction, damages, attorneys’ fees, and costs.

The above lawsuits pertain to substantially all of our DRAM, NAND, and other memory and storage products we manufacture, which account for substantially all of our revenue.

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Securities Class Action Matters

On January 9, 2025, a putative class action complaint was filed against Micron and certain individual officers in the U.S. District Court for the Southern District of Florida for alleged violations of the Securities Exchange Act of 1934. On April 3, 2025, the case was transferred to the United States District Court for the District of Idaho (“D. Idaho”), and on May 23, 2025, an amended complaint was filed in D. Idaho. The amended complaint alleges defendants made materially false or misleading statements during a putative class period from March 29, 2023 to December 18, 2024, regarding industry supply and demand dynamics and the demand for Micron's products. The amended complaint seeks unspecified compensatory damages, attorneys’ fees and costs.

Shareholder Derivative Matters

On February 20, 2025, a shareholder derivative complaint was filed by a purported shareholder against certain individual directors and officers of Micron, allegedly on behalf of and for the benefit of Micron, in D. Idaho. On February 21, 2025, a similar derivative complaint was filed by another purported shareholder in the same court against certain individual directors and officers of Micron. The complaints allege violations of the Securities Exchange Act of 1934, breach of fiduciary duty, unjust enrichment, insider trading, abuse of control, and waste of corporate assets. The complaints are based on substantially the same allegedly false or misleading statements asserted in the securities putative class action. The complaints seek various unspecified damages allegedly suffered by Micron, restitution, attorneys’ fees and costs and other relief. On April 28, 2025, the complaints were consolidated and on May 14, 2025, the action was stayed until the earlier of the issuance of a final decision on all motions to dismiss the securities putative class action matter or a final resolution of the putative class action matter.

On September 8, 2025, a shareholder derivative complaint was filed by a purported shareholder against certain individual directors and officers of Micron, allegedly on behalf of and for the benefit of Micron, in the United States District Court for the District of Delaware. The complaint is substantially similar to the derivative suits pending in D. Idaho. The action is stayed until the earlier of the issuance of a final decision on all motions to dismiss the securities putative class action matter or a final resolution of the putative class action matter.

Other Matters

On June 7, 2025, YMTC filed a complaint against Micron and DCI Group AZ, LLC in the U.S. District Court for the District of Columbia. The complaint alleges that the defendants engaged in false advertising, product disparagement, and unfair competition regarding YMTC’s 3D NAND flash products in violation of the Lanham Act. The complaint seeks injunctive relief, damages, disgorgement of profits, attorneys’ fees, and costs.

In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated to indemnify another party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, our payments under these types of agreements have not had a material adverse effect on our business, results of operations, or financial condition.

Contingency Assessment

We are unable to predict the outcome of any of the matters noted above and cannot make a reasonable estimate of the potential loss or range of possible losses. A determination that our products or manufacturing processes infringe the intellectual property rights of others or entering into a license agreement covering such intellectual property could result in significant liability and/or require us to make material changes to our products and/or manufacturing processes. Any of the foregoing, as well as the resolution of any other legal matter noted above, could have a material adverse effect on our business, results of operations, or financial condition.

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Note 12. Equity

Common Stock Repurchases

Our Board of Directors has authorized the discretionary repurchase of up to $10 billion of our outstanding common stock through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans. The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions, restrictions applicable under our CHIPS Act direct funding agreements, and our ongoing determination of the best use of available cash. In the first quarter of 2026, we repurchased 1.3 million shares of our common stock for $300 million. Through November 27, 2025, we had repurchased an aggregate of $7.49 billion under the authorization. Amounts repurchased are included in treasury stock.

Dividends

In the first quarter of 2026, we declared and paid dividends of $0.115 per share. On December 17, 2025, our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on January 14, 2026, to shareholders of record as of the close of business on December 29, 2025.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component for the three months ended November 27, 2025 were as follows:


	Gains (Losses) on Derivative Instruments		Unrealized Gains (Losses) on Investments		Pension Liability Adjustments		Cumulative Foreign Currency Translation Adjustment		Total

As of August 28, 2025	$	(70)	$	(4)	$	45	$	(3)	$	(32)
Other comprehensive income (loss) before reclassifications	(120)		3		—		—		(117)
Amount reclassified out of accumulated other comprehensive income (loss)	(6)		—		—		—		(6)
Tax effects	32		—		—		—		32
Other comprehensive income (loss)	(94)		3		—		—		(91)
As of November 27, 2025	$	(164)	$	(1)	$	45	$	(3)	$	(123)

Note 13. Fair Value Measurements

The estimated fair values and carrying values of our outstanding debt instruments were as follows:


	As of November 27, 2025				As of August 28, 2025
	Fair Value		Carrying Value		Fair Value		Carrying Value

Notes payable and term loan	$	8,887	$	8,844	$	11,570	$	11,533

The fair values of our debt instruments were estimated based on Level 2 inputs, including the trading price of our notes when available, discounted cash flows, and interest rates based on similar debt issued by parties with credit ratings similar to ours.

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Note 14. Derivative Instruments


	Notional or Contractual Amount		Fair Value(1) of
Assets(2)	Liabilities(3)

As of November 27, 2025
Derivative instruments with hedge accounting designation
Cash flow currency hedges	$	3,200	$	10	$	(147)
Cash flow commodity hedges	380		14		(26)
Fair value currency hedges	1,654		1		(7)

Derivative instruments without hedge accounting designation
Non-designated currency hedges	4,953		4		(28)
			$	29	$	(208)

As of August 28, 2025
Derivative instruments with hedge accounting designation
Cash flow currency hedges	$	3,271	$	41	$	(64)
Cash flow commodity hedges	393		19		(20)
Fair value currency hedges	3,049		1		(10)

Derivative instruments without hedge accounting designation
Non-designated currency hedges	3,477		3		(18)
			$	64	$	(112)

*(1)*Forward and swap contracts are measured at fair value based on market-based observable inputs including market spot and forward rates, interest rates, and credit-risk spreads (Level 2).

*(2)*Included in receivables and other noncurrent assets.

*(3)*Included in accounts payable and accrued expenses and other noncurrent liabilities.

Derivative Instruments with Hedge Accounting Designation

Cash Flow Hedges: We utilize forward contracts that generally mature within two years designated as cash flow hedges to minimize our exposure to changes in currency exchange rates or commodity prices for certain capital expenditures and manufacturing costs.

The effects of cash flow hedging activities were as follows:


Three months ended	November 27, 2025		November 28, 2024

Gain (loss) from cash flow hedges in accumulated other comprehensive income (loss)	$	(120)	$	(133)
Gain (loss) excluded from effectiveness testing in cost of goods sold	(25)		(29)
Gain (loss) reclassified from accumulated other comprehensive income (loss) to earnings, primarily to cost of goods sold	6		(40)

As of November 27, 2025, we expect to reclassify $40 million of pre-tax losses related to cash flow hedges from accumulated other comprehensive income (loss) into earnings in the next 12 months.

Fair Value Hedges: We utilize currency forward contracts that generally mature within one year designated as fair value hedges to minimize our exposure to changes in currency exchange rates for non-U.S.-dollar-denominated cash and investments in debt securities. The fair value of our hedged cash and investments in debt securities was $1.66 billion as of November 27, 2025. The changes in the fair values of derivatives designated as fair value hedges and the offsetting changes in the underlying fair values of the hedged items are both recognized in earnings.

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We recognized gains of $68 million and $96 million for the first quarters of 2026 and 2025, respectively, for changes in the fair values of our fair value currency hedges and offsetting losses of $66 million and $97 million for the first quarters of 2026 and 2025, respectively, for changes in the underlying fair values of the hedged items in other non-operating income (expense).

Derivative Instruments without Hedge Accounting Designation

Currency Derivatives: We generally utilize a rolling hedge strategy with currency forward contracts that mature within three months to hedge our exposures of monetary assets and liabilities from changes in currency exchange rates. At the end of each reporting period, monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured into U.S. dollars and the associated outstanding forward contracts are marked to market. Realized and unrealized gains and losses on derivative instruments without hedge accounting designation as well as the changes in the underlying monetary assets and liabilities from changes in currency exchange rates are included in other non-operating income (expense), net.

We recognized losses of $76 million and $56 million for derivative instruments without hedge accounting designation for the first quarters of 2026 and 2025, respectively. We do not use derivative instruments for speculative purposes.

Note 15. Equity Compensation Plans

As of November 27, 2025, 48 million shares of our common stock were available for future awards under our equity compensation plans, including 7 million shares approved for issuance under our employee stock purchase plan (“ESPP”).

Restricted Stock and Restricted Stock Units (“Restricted Stock Awards”)


Three months ended	November 27, 2025		November 28, 2024

Restricted stock award shares granted	6		10
Weighted-average grant-date fair value per share	$	210.15	$	100.95

Stock-based Compensation Expense

Stock-based compensation expense recognized in our statements of operations is presented below. Stock-based compensation expense of $106 million and $96 million was capitalized and remained in inventory as of November 27, 2025 and August 28, 2025, respectively.


Three months ended	November 27, 2025		November 28, 2024

Stock-based compensation expense by caption
Cost of goods sold	$	107	$	90
Research and development	106		77
Selling, general, and administrative	67		50
	$	280	$	217

Stock-based compensation expense by type of award
Restricted stock awards	$	252	$	192
ESPP	28		25
	$	280	$	217

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As of November 27, 2025, $2.57 billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the first quarter of 2030, resulting in a weighted-average period of 1.4 years.

Note 16. Revenue and Customer Contract Liabilities

Revenue by Technology


Three months ended	November 27, 2025		November 28, 2024

DRAM	$	10,812	$	6,400
NAND	2,743		2,241
Other (primarily NOR)	88		68
	$	13,643	$	8,709

See Item 1. Financial Statements, Notes to Consolidated Financial Statements, Note 20. Segment and Other Information for disclosure of disaggregated revenue by market segment.

As of November 27, 2025 and August 28, 2025, other current liabilities included $1.64 billion and $1.19 billion, respectively, for estimates of consideration payable to customers including estimates for pricing adjustments and returns.

Note 17. Other Non-Operating Income (Expense), Net


Three months ended	November 27, 2025		November 28, 2024

Loss on debt prepayments	$	(130)	$	—
Gain (loss) from changes in currency exchange rates	(34)		(13)
Other	24		2
	$	(140)	$	(11)

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Note 18. Income Taxes

Our income tax (provision) benefit consisted of the following:


Three months ended	November 27, 2025			November 28, 2024

Income before taxes	$	6,061		$	2,152
Income tax (provision) benefit	(829)			(283)
Effective tax rate	13.7		%	13.2		%

The change in our effective tax rate for the first quarter of 2026 as compared to the first quarter of 2025 was primarily due to the 15% minimum tax Pillar Two Model Rules (“Pillar Two”). Singapore enacted legislation to implement Pillar Two, effective for us in 2026, which largely offsets the benefit from our Singapore tax incentive arrangements.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing broad changes to the U.S. tax code, including modifications to corporate and international tax provisions, which primarily are effective for us beginning in 2026 and 2027. The aggregate impact of the OBBBA remains uncertain. We will continue to monitor future developments, including regulatory guidance and interpretations, which could have a material impact on our income tax provision.

Other noncurrent liabilities included $1.16 billion and $648 million related to income taxes payable as of November 27, 2025 and August 28, 2025, respectively.

Note 19. Earnings Per Share


Three months ended	November 27, 2025		November 28, 2024

Net income – Basic and Diluted	$	5,240	$	1,870

Weighted-average common shares outstanding – Basic	1,125		1,111
Dilutive effect of equity compensation plans	13		11
Weighted-average common shares outstanding – Diluted	1,138		1,122

Earnings per share
Basic	$	4.66	$	1.68
Diluted	4.60		1.67

Antidilutive potential common shares excluded from the computation of diluted earnings per share, that could dilute basic earnings per share in the future, were not material for the first quarter of 2026 and 2 million shares for the first quarter of 2025.

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Note 20. Segment and Other Information

Segment information reported herein is consistent with the way our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), assesses the performance of our segments based on segment revenue, cost of goods sold, operating expenses, and operating income. The segment information reported herein is regularly provided to and reviewed and evaluated by our CODM to budget, forecast, and decide how to allocate resources for capital investments, human capital, and other strategic investments across our segments.

We have the following four business units, which are based on market segments and 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.

Our other operations do not meet the thresholds of a reportable segment and are reported under All Other. Certain operating expenses directly associated with the activities of a specific segment are charged to that segment. Other indirect operating income and expenses are generally allocated to segments based on their respective percentage of cost of goods sold or forecasted wafer production. Certain income and expenses are not allocated to segments because our CODM does not consider these amounts in the assessment of the performance of our segments. The unallocated amounts primarily include stock-based compensation. We do not identify or report internally our assets (other than goodwill) or capital expenditures by segment, nor do we allocate gains and losses from equity method investments, interest, other non-operating income or expense items, or taxes to segments.


Three months ended November 27, 2025	CMBU		CDBU		MCBU		AEBU		All Other		Unallocated		Total

Revenue	$	5,284	$	2,379	$	4,255	$	1,720	$	5	$	—	$	13,643
Cost of goods sold	1,817		1,157		1,970		942		4		107		5,997
Gross margin	3,467		1,222		2,285		778		1		(107)		7,646

Research and development	500		291		176		97		—		107		1,171
Selling, general, and administrative	83		41		92		54		—		67		337
Other operating (income) expense, net	—		—		—		—		—		2		2
Operating income	$	2,884	$	890	$	2,017	$	627	$	1	$	(283)	$	6,136


Three months ended November 28, 2024	CMBU		CDBU		MCBU		AEBU		All Other		Unallocated		Total

Revenue	$	2,648	$	2,292	$	2,608	$	1,158	$	3	$	—	$	8,709
Cost of goods sold	1,293		1,149		1,899		922		5		93		5,361
Gross margin	1,355		1,143		709		236		(2)		(93)		3,348

Research and development	252		218		234		108		(1)		77		888
Selling, general, and administrative	37		54		96		50		1		50		288
Other operating (income) expense, net	—		—		—		—		(2)		—		(2)
Operating income	$	1,066	$	871	$	379	$	78	$	—	$	(220)	$	2,174

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The table below presents the unallocated amounts:


Three months ended	November 27, 2025		November 28, 2024

Unallocated
Cost of goods sold:
Stock-based compensation	$	107	$	90
Other	—		3
	107		93
Research and development:
Stock-based compensation	106		77
Other	1		—
	107		77
Selling, general, and administrative:
Stock-based compensation	67		50

Other operating (income) expense, net:

Other	2		—
	2		—

Total unallocated amounts	$	283	$	220

Depreciation and amortization expense included in operating income was as follows:


Three months ended	November 27, 2025		November 28, 2024

CMBU	$	725	$	511
CDBU	432		422
MCBU	709		708
AEBU	344		384
All Other	1		1
Unallocated	1		4
	$	2,212	$	2,030

Revenue from one customer was 17% and 13% (primarily included in the CMBU segment) of total revenue for the first three months of 2026 and 2025, respectively.

As of November 27, 2025 and August 28, 2025, CMBU, CDBU, MCBU, and AEBU had goodwill of $654 million, $109 million, $284 million, and $103 million, respectively.

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