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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)

Quarter EndedSix Months Ended
February 26, 2026February 27, 2025February 26, 2026February 27, 2025
Revenue$23,860$8,053$37,503$16,762
Cost of goods sold6,1055,09012,10210,451
Gross margin17,7552,96325,4016,311
Research and development1,2508982,4211,786
Selling, general, and administrative344285681573
Other operating (income) expense, net267285
Operating income16,1351,77322,2713,947
Interest income155108294215
Interest expense(32)(112)(106)(230)
Other non-operating income (expense), net(98)(11)(238)(22)
16,1601,75822,2213,910
Income tax (provision) benefit(2,371)(177)(3,200)(460)
Equity in net income (loss) of equity method investees(4)243
Net income$13,785$1,583$19,025$3,453
Earnings per share
Basic$12.25$1.42$16.91$3.10
Diluted12.071.4116.683.08
Number of shares used in per share calculations
Basic1,1261,1151,1251,113
Diluted1,1421,1231,1401,123

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In millions)

(Unaudited)

Quarter EndedSix Months Ended
February 26, 2026February 27, 2025February 26, 2026February 27, 2025
Net income$13,785$1,583$19,025$3,453
Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments4129(53)(56)
Pension liability adjustments—(1)—(1)
Unrealized gains (losses) on investments—23—
Other comprehensive income (loss)4130(50)(57)
Total comprehensive income$13,826$1,613$18,975$3,396

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 ofFebruary 26, 2026August 28, 2025
Assets
Cash and cash equivalents$13,908$9,642
Short-term investments681665
Receivables17,3149,265
Inventories8,2678,355
Other current assets1,243914
Total current assets41,41328,841
Long-term marketable investments2,0381,629
Property, plant, and equipment51,40846,590
Operating lease right-of-use assets684736
Intangible assets468453
Deferred tax assets680616
Goodwill1,1501,150
Other noncurrent assets3,6682,783
Total assets$101,509$82,798
Liabilities and equity
Accounts payable and accrued expenses$10,997$9,649
Current debt585560
Other current liabilities2,7141,245
Total current liabilities14,29611,454
Long-term debt9,55714,017
Noncurrent operating lease liabilities656701
Noncurrent unearned government incentives1,0021,018
Other noncurrent liabilities3,5391,443
Total liabilities29,05028,633
Commitments and contingencies
Shareholders’ equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,274 shares issued and 1,128 outstanding (1,266 shares issued and 1,122 outstanding as of August 28, 2025)127127
Additional capital14,09213,339
Retained earnings66,82448,583
Treasury stock, 146 shares held (144 shares as of August 28, 2025)(8,502)(7,852)
Accumulated other comprehensive income (loss)(82)(32)
Total equity72,45954,165
Total liabilities and equity$101,509$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)

Quarter Ended February 26, 2026
Common StockAdditional CapitalRetained EarningsTreasury StockAccumulated Other Comprehensive Income (Loss)Total Shareholders’ Equity
Number of SharesAmount
Balance as of November 27, 20251,271$127$13,610$53,344$(8,152)$(123)$58,806
Net income———13,785——13,785
Other comprehensive income (loss), net—————4141
Stock issued under equity compensation plans3—178———178
Stock-based compensation expense——309———309
Repurchase of stock – repurchase program————(350)—(350)
Repurchase of stock – withholdings on employee equity awards——(5)(173)——(178)
Dividends and dividend equivalents declared ($0.115 per share)———(132)——(132)
Balance as of February 26, 20261,274$127$14,092$66,824$(8,502)$(82)$72,459
Quarter Ended February 27, 2025
Common StockAdditional CapitalRetained EarningsTreasury StockAccumulated Other Comprehensive Income (Loss)Total Shareholders’ Equity
Number of SharesAmount
Balance as of November 28, 20241,258$126$12,317$42,427$(7,852)$(221)$46,797
Net income———1,583——1,583
Other comprehensive income (loss), net—————3030
Stock issued under equity compensation plans4—150———150
Stock-based compensation expense——249———249
Repurchase of stock – withholdings on employee equity awards——(5)(40)——(45)
Dividends and dividend equivalents declared ($0.115 per share)———(131)——(131)
Balance as of February 27, 20251,262$126$12,711$43,839$(7,852)$(191)$48,633

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Micron Technology, Inc.

Consolidated Statements of Changes in Equity

(In millions, except per share amounts)

(Unaudited)

Six Months Ended February 26, 2026
Common StockAdditional CapitalRetained EarningsTreasury StockAccumulated Other Comprehensive Income (Loss)Total Shareholders’ Equity
Number of SharesAmount
Balance as of August 28, 20251,266$127$13,339$48,583$(7,852)$(32)$54,165
Net income———19,025——19,025
Other comprehensive income (loss), net—————(50)(50)
Stock issued under equity compensation plans10—179———179
Stock-based compensation expense——599———599
Repurchase of stock – repurchase program————(650)—(650)
Repurchase of stock – withholdings on employee equity awards(2)—(25)(520)——(545)
Dividends and dividend equivalents declared ($0.23 per share)———(264)——(264)
Balance as of February 26, 20261,274$127$14,092$66,824$(8,502)$(82)$72,459
Six Months Ended February 27, 2025
Common StockAdditional CapitalRetained EarningsTreasury StockAccumulated Other Comprehensive Income (Loss)Total Shareholders’ Equity
Number of SharesAmount
Balance as of August 29, 20241,253$125$12,115$40,877$(7,852)$(134)$45,131
Net income———3,453——3,453
Other comprehensive income (loss), net—————(57)(57)
Stock issued under equity compensation plans111151———152
Stock-based compensation expense——469———469
Repurchase of stock – withholdings on employee equity awards(2)—(24)(228)——(252)
Dividends and dividend equivalents declared ($0.23 per share)———(263)——(263)
Balance as of February 27, 20251,262$126$12,711$43,839$(7,852)$(191)$48,633

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

Six Months EndedFebruary 26, 2026February 27, 2025
Cash flows from operating activities
Net income$19,025$3,453
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense and amortization of intangible assets4,4984,109
Stock-based compensation599469
Change in operating assets and liabilities:
Receivables(8,298)338
Inventories88(132)
Accounts payable and accrued expenses928(714)
Other current liabilities1,469(321)
Other noncurrent liabilities2,106195
Other(101)(211)
Net cash provided by operating activities20,3147,186
Cash flows from investing activities
Expenditures for property, plant, and equipment(11,776)(7,261)
Purchases of available-for-sale securities(1,120)(816)
Proceeds from government incentives2,2561,028
Proceeds from maturities and sales of available-for-sale securities701874
Other(180)(125)
Net cash used for investing activities(10,119)(6,300)
Cash flows from financing activities
Repayments of debt(4,626)(2,626)
Repurchases of common stock - repurchase program(650)—
Repurchases of common stock - withholdings on employee equity awards(545)(252)
Payments of dividends to shareholders(266)(261)
Proceeds from issuance of debt—2,682
Other175131
Net cash used for financing activities(5,912)(326)
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash5(49)
Net increase in cash, cash equivalents, and restricted cash4,288511
Cash, cash equivalents, and restricted cash at beginning of period9,6467,052
Cash, cash equivalents, and restricted cash at end of period$13,934$7,563
Supplemental disclosure
Non-cash acquisitions of finance lease right-of-use assets$11$919

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 $1.42 billion and $1.58 billion of financial lease liabilities and right-of-use assets under these arrangements as of February 26, 2026 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 February 26, 2026As of August 28, 2025
Cash and Cash EquivalentsShort-term InvestmentsLong-term Marketable Investments(1)Total Fair ValueCash and Cash EquivalentsShort-term InvestmentsLong-term Marketable Investments(1)Total Fair Value
Cash$11,470$—$—$11,470$7,875$—$—$7,875
Level 1(2)
Money market funds894——894410——410
Level 2(3)
Certificates of deposit1,3946—1,4001,2926—1,298
Corporate bonds745821,3572,013235591,0471,629
Asset-backed securities—26626652—31521552
Government securities33515513994361113
Commercial paper4316—593326—59
13,908$681$2,038$16,6279,642$665$1,629$11,936
Restricted cash(4)264
Cash, cash equivalents, and restricted cash$13,934$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 February 26, 2026 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.

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Note 5. Receivables

As ofFebruary 26, 2026August 28, 2025
Trade receivables$15,389$7,163
Government incentives1,3591,572
Income and other taxes470436
Other9694
$17,314$9,265

Note 6. Inventories

As ofFebruary 26, 2026August 28, 2025
Finished goods$812$1,094
Work in process6,5146,401
Raw materials and supplies941860
$8,267$8,355

Note 7. Property, Plant, and Equipment

As ofFebruary 26, 2026August 28, 2025
Land$420$420
Buildings23,30522,173
Equipment(1)85,32179,934
Construction in progress(2)7,4855,518
Software1,7641,651
118,295109,696
Accumulated depreciation(66,887)(63,106)
$51,408$46,590

*(1)*Includes costs related to equipment not placed into service of $3.93 billion as of February 26, 2026 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.

On March 15, 2026, we completed the acquisition of a wafer fabrication facility in Tongluo, Miaoli County, Taiwan, from Powerchip Semiconductor Manufacturing Corporation for cash consideration to be paid in installments totaling $1.8 billion.

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Note 8. Accounts Payable and Accrued Expenses

As ofFebruary 26, 2026August 28, 2025
Accounts payable$3,387$3,132
Property, plant, and equipment4,8404,391
Salaries, wages, and benefits1,0891,116
Income and other taxes1,399628
Other282382
$10,997$9,649

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Note 9. Debt

As of February 26, 2026As of August 28, 2025
Net Carrying AmountNet Carrying Amount
Stated RateEffective RateCurrentLong-TermTotalCurrentLong-TermTotal
2031 Notes5.300%5.41%$—$995$995$—$995$995
2032 Green Bonds2.703%2.77%—996996—996996
2032 Notes5.650%5.79%—496496—496496
2033 A Notes5.875%5.96%—746746—746746
2033 B Notes5.875%6.01%—892892—892892
2035 A Notes5.800%5.90%—993993—992992
2035 B Notes6.050%6.14%—1,2411,241—1,2411,241
2041 Notes3.366%3.41%—497497—497497
2051 Notes3.477%3.52%—486486—496496
2028 NotesN/AN/A————540540
2029 Term Loan AN/AN/A————982982
2029 A NotesN/AN/A————698698
2029 B NotesN/AN/A————1,1681,168
2030 NotesN/AN/A————794794
Finance lease obligationsN/A4.73%5852,2152,8005602,4843,044
$585$9,557$10,142$560$14,017$14,577

As of February 26, 2026, the fair value of our outstanding debt instruments approximated the carrying value of our debt. The fair value of our debt instruments was 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.

Debt Activity

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

Transaction DateDecrease in PrincipalDecrease in Carrying ValueDecrease in Cash
Prepayments
2028 NotesOctober 24, 2025$(542)$(541)$(562)
2029 B NotesOctober 24, 2025(1,159)(1,168)(1,276)
2029 Term Loan AOctober 27, 2025(984)(982)(984)
2051 NotesJanuary 23, 2026(10)(10)(7)
2029 A NotesFebruary 20, 2026(700)(698)(726)
2030 NotesFebruary 23, 2026(796)(794)(816)
$(4,191)$(4,193)$(4,371)

In connection with these prepayments, we recognized losses in other non-operating income (expense) of $47 million and $177 million for the second quarter and first six months of 2026, respectively.

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Revolving Credit Facility

As of February 26, 2026, 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.

Note 10. 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 March 6, 2026, the E.D. Tex. transferred the case to the United States District Court for the District of Delaware (“D. Del.”) pursuant to a motion by Micron to dismiss or transfer for improper venue. 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 (“Palisade”) filed a patent infringement complaint 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 January 26, 2026, the complaint was dismissed by the court pursuant to a joint request by Palisade and Micron.

On June 30, 2025, Advanced Memory Technologies, LLC (“AMT”) filed a patent infringement complaint 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.

On March 6, 2026, Nextech Semiconductor, LLC (“Nextech”) filed a patent infringement complaint against Micron and MSP in W.D. Tex. alleging that six U.S. patents are infringed by certain of our DRAM, NAND, and SSD products. The complaint seeks an injunction, damages, attorneys’ fees and costs.

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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.

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. On February 3, 2026, the court dismissed the amended complaint but granted plaintiffs leave to file a further amended complaint.

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 D. Del. 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.

On January 16, 2026, Neighbors for a Better Micron and Jobs to Move America filed a petition in the Supreme Court of New York against Micron, one of our subsidiaries, Onondaga County Industrial Development Agency (“OCIDA”), and certain other state and local government entities. The petition challenges certain aspects of OCIDA’s environmental review of the Company’s planned construction of up to four fabs in Clay, New York, and seeks a judgment to annul, vacate, and void all permits, approvals, and findings issued by the named government entities related to the project. The petition further seeks costs and attorneys’ fees.

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.

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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.

Note 11. 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 second quarter and first six months of 2026, we repurchased 1.2 million shares of our common stock for $350 million, and 2.5 million shares of our common stock for $650 million, respectively. Through February 26, 2026, we had repurchased an aggregate of $7.84 billion under the authorization. Amounts repurchased are included in treasury stock.

Dividends

We declared and paid dividends of $0.115 per share in the first and second quarters of 2026. On March 18, 2026, our Board of Directors declared a quarterly dividend of $0.15 per share, payable in cash on April 15, 2026, to shareholders of record as of the close of business on March 30, 2026.

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Note 12. Derivative Instruments

Notional or Contractual AmountFair Value**(1)** of
Assets**(2)**Liabilities**(3)**
As of February 26, 2026
Derivative instruments with hedge accounting designation
Cash flow currency hedges$4,106$34$(112)
Cash flow commodity hedges37131(5)
Fair value currency hedges4,5985(5)
Derivative instruments without hedge accounting designation
Non-designated currency hedges6,94239(9)
$109$(131)
As of August 28, 2025
Derivative instruments with hedge accounting designation
Cash flow currency hedges$3,271$41$(64)
Cash flow commodity hedges39319(20)
Fair value currency hedges3,0491(10)
Derivative instruments without hedge accounting designation
Non-designated currency hedges3,4773(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.

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 $4.61 billion and $3.05 billion as of February 26, 2026 and August 28, 2025, respectively. 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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Derivative Instruments without Hedge Accounting Designation

Currency Derivatives: We generally utilize a rolling hedge strategy with currency forward contracts that mature within one year 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.

Gains and losses from our derivative instruments were not material for the periods presented.

Note 13. Equity Compensation Plans

As of February 26, 2026, 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”)

Six Months EndedFebruary 26, 2026February 27, 2025
Restricted stock award shares granted610
Weighted-average grant-date fair value per share$211.33$100.65

Employee Stock Purchase Plan (“ESPP”)

Employees purchased 2 million shares in each six-month ESPP offering period that ended in the second quarter of 2026 and 2025 at a share price of $92.77 and $78.63, respectively.

Stock-based Compensation Expense

Stock-based compensation expense recognized in our statements of operations is presented below. Stock-based compensation expense of $118 million and $96 million was capitalized and remained in inventory as of February 26, 2026 and August 28, 2025, respectively.

Quarter EndedSix Months Ended
February 26, 2026February 27, 2025February 26, 2026February 27, 2025
Stock-based compensation expense by caption
Cost of goods sold$121$89$228$179
Research and development12088226165
Selling, general, and administrative5656123106
$297$233$577$450
Stock-based compensation expense by type of award
Restricted stock awards$268$212$520$404
ESPP29215746
$297$233$577$450

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As of February 26, 2026, $2.31 billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the second quarter of 2030, resulting in a weighted-average period of 1.3 years.

Note 14. Revenue and Customer Contract Liabilities

Revenue by Technology

Quarter EndedSix Months Ended
February 26, 2026February 27, 2025February 26, 2026February 27, 2025
DRAM$18,768$6,123$29,580$12,523
NAND4,9971,8557,7404,096
Other (primarily NOR)9575183143
$23,860$8,053$37,503$16,762

See Item 1. Financial Statements, Notes to Consolidated Financial Statements, Note 17. Segment and Other Information for disclosure of disaggregated revenue by market segment.

Revenue is primarily recognized at a point in time when control of the promised goods is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods. Substantially all contracts with our customers are short-term in duration at fixed, negotiated prices with payment generally due shortly after delivery. From time to time, we have contracts with initial terms that include performance obligations that extend beyond one year. As of February 26, 2026 and August 28, 2025, our future performance obligations beyond one year, which included customer prepayments and other contract liabilities, were not material.

As of February 26, 2026 and August 28, 2025, other current liabilities included $2.55 billion and $1.19 billion, respectively, for estimates of consideration payable to customers, including estimates for pricing adjustments and returns.

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Note 15. Income Taxes

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

Quarter EndedSix Months Ended
February 26, 2026February 27, 2025February 26, 2026February 27, 2025
Income before taxes$16,160$1,758$22,221$3,910
Income tax (provision) benefit(2,371)(177)(3,200)(460)
Effective tax rate14.7%10.1%14.4%11.8%

The change in our effective tax rate for the second quarter and first six months of 2026, as compared to the corresponding periods 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 $2.72 billion and $648 million related to income taxes payable as of February 26, 2026 and August 28, 2025, respectively.

Note 16. Earnings Per Share

Quarter EndedSix Months Ended
February 26, 2026February 27, 2025February 26, 2026February 27, 2025
Net income – Basic and Diluted$13,785$1,583$19,025$3,453
Weighted-average common shares outstanding – Basic1,1261,1151,1251,113
Dilutive effect of equity compensation plans1681510
Weighted-average common shares outstanding – Diluted1,1421,1231,1401,123
Earnings per share
Basic$12.25$1.42$16.91$3.10
Diluted12.071.4116.683.08

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 second quarter or first six months of 2026 and were 9 million shares and 6 million shares for the second quarter and first six months of 2025, respectively.

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Note 17. 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. Substantially all of the unallocated amounts are related to 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.

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Quarter Ended February 26, 2026CMBUCDBUMCBUAEBUAll OtherUnallocatedTotal
Revenue$7,749$5,687$7,711$2,708$5$—$23,860
Cost of goods sold2,0021,4611,65785951216,105
Gross margin5,7474,2266,0541,849—(121)17,755
Research and development536358126109—1211,250
Selling, general, and administrative83579058—56344
Other operating (income) expense, net122—(1)2226
Operating income$5,127$3,809$5,836$1,682$1$(320)$16,135
Quarter Ended February 27, 2025CMBUCDBUMCBUAEBUAll OtherUnallocatedTotal
Revenue$2,947$1,830$2,236$1,034$6$—$8,053
Cost of goods sold1,3179671,8948202905,090
Gross margin1,6308633422144(90)2,963
Research and development262203236108188898
Selling, general, and administrative48488945(1)56285
Other operating (income) expense, net—11—5—7
Operating income$1,320$611$16$61$(1)$(234)$1,773
Six Months Ended February 26, 2026CMBUCDBUMCBUAEBUAll OtherUnallocatedTotal
Revenue$13,033$8,066$11,966$4,428$10$—$37,503
Cost of goods sold3,8192,6183,6271,801922812,102
Gross margin9,2145,4488,3392,6271(228)25,401
Research and development1,036649302206—2282,421
Selling, general, and administrative16698182112—123681
Other operating (income) expense, net122—(1)2428
Operating income$8,011$4,699$7,853$2,309$2$(603)$22,271
Six Months Ended February 27, 2025CMBUCDBUMCBUAEBUAll OtherUnallocatedTotal
Revenue$5,595$4,122$4,844$2,192$9$—$16,762
Cost of goods sold2,6102,1163,7931,742718310,451
Gross margin2,9852,0061,0514502(183)6,311
Research and development514421470216—1651,786
Selling, general, and administrative8510218595—106573
Other operating (income) expense, net—11—3—5
Operating income$2,386$1,482$395$139$(1)$(454)$3,947

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

Quarter EndedSix Months Ended
February 26, 2026February 27, 2025February 26, 2026February 27, 2025
CMBU$786$541$1,511$1,052
CDBU552410984832
MCBU6187761,3271,484
AEBU327350671734
All Other2233
Unallocated1—24
$2,286$2,079$4,498$4,109

Revenue from one customer was 13% and 15% (primarily included in the CMBU segment) of total revenue for the first six months of 2026 and 2025, respectively.

As of February 26, 2026 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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