Item 5. OTHER INFORMATION
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Item 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
The following director and officers, as defined in Rule 16a-1(f) of the Exchange Act, adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the last fiscal quarter.
On December 19, 2025, April Arnzen, our Executive Vice President and Chief People Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to 80,000 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The first date that sales of any shares are permitted to be sold under the trading arrangement is April 1, 2026, and subsequent sales under the trading arrangement may occur for the duration of the trading arrangement until December 31, 2026, or earlier if all transactions under the trading arrangement are completed.
On January 30, 2026, Sanjay Mehrotra, our Chairman of the Board, President, and Chief Executive Officer, as trustee of the Mehrotra Family Trust, terminated his Rule 10b5-1 trading arrangement, dated as of November 8, 2025 (the “original trading plan”), which provided for the sale of up to 200,000 shares of our common stock, none of which had been sold prior to the termination. On January 30, 2026, promptly after the termination of the original trading plan, Mr. Mehrotra, as trustee of the Mehrotra Family Trust, entered into a new Rule 10b5-1 trading arrangement (the “modified trading plan”) providing for the sale of up to 200,000 shares of our common stock. The modified trading plan is intended to satisfy the affirmative defense in Rule 10b5-1(c). The first date that sales of any shares are permitted to be made under the modified trading plan is May 1, 2026, and subsequent sales under the trading arrangement may occur for the duration of the trading arrangement until May 1, 2027, or earlier if all transactions under the trading arrangement are completed.
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On January 30, 2026, Michael Ray, our Senior Vice President, Chief Legal Officer and Corporate Secretary, adopted a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of approximately 30,501 shares of our common stock consisting of (i) 7,601 shares of our common stock, and (ii) approximately 22,900 net shares he is expected to hold following vesting and applicable withholdings with respect to restricted stock awards he currently holds. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The first date that sales of any shares are permitted to be made under the trading arrangement is May 1, 2026, and subsequent sales under the trading arrangement may occur for the duration of the trading arrangement until April 9, 2027, or earlier if all transactions under the trading arrangement are completed.
No other directors or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the last fiscal quarter.
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Index to Exhibits
| Exhibit Number | Description of Exhibit | Filed Herewith | Form | Period Ending | Exhibit/ Appendix | Filing Date | ||||||||||||||
| 3.1 | Restated Certificate of Incorporation, as amended, of the Registrant | X | ||||||||||||||||||
| 3.2 | Amended and Restated Bylaws of Registrant as of July 17, 2025 | 8-K | 3.1 | 7/18/25 | ||||||||||||||||
| 10.1*^ | 2025 Equity Incentive Plan Forms of Agreement and Terms and Conditions for FY2026 | X | ||||||||||||||||||
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer | X | ||||||||||||||||||
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer | X | ||||||||||||||||||
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350 | X | ||||||||||||||||||
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350 | X | ||||||||||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | ||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X |
- Indicates management contract or compensatory plan or arrangement.
^ Certain portions of this exhibit have been redacted because they are both not material and is the type that the Registrant treats as private or confidential. The Registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission, upon its request, an unredacted copy of this exhibit.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Micron Technology, Inc. | |||||||||||
| (Registrant) | |||||||||||
| Date | March 18, 2026 | By: | /s/ Mark Murphy | ||||||||
| Mark Murphy | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
| /s/ Scott Allen | |||||||||||
| Scott Allen | |||||||||||
| Corporate Vice President and Chief Accounting Officer | |||||||||||
| (Principal Accounting Officer) |
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