Micron Technology 10-Q 2026-05-28

Filed 2026-06-25. 7 sections, 254K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 28, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-10658

Micron Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware75-1618004
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
8000 S. Federal Way, Boise, Idaho 83716-9632(208) 368-4000
Address of principal executive offices, including zip codeRegistrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.10 per shareMUNasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated FilerNon-Accelerated FilerSmaller Reporting CompanyEmerging Growth Company
☒☐☐☐☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒

The number of outstanding shares of the registrant’s common stock as of June 17, 2026 was 1,129,393,151.

Table of Contents

Introduction3
PART I. Financial Information
Item 1.Financial Statements:5
Consolidated Statements of Operations5
Consolidated Statements of Comprehensive Income (Loss)6
Consolidated Balance Sheets7
Consolidated Statements of Changes in Equity8
Consolidated Statements of Cash Flows10
Notes to Consolidated Financial Statements11
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations26
Results of Operations28
Liquidity and Capital Resources31
Item 3.Quantitative and Qualitative Disclosures about Market Risk34
Item 4.Controls and Procedures35
PART II. Other Information
Item 1.Legal Proceedings36
Item 1A.Risk Factors37
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds60
Item 5.Other Information60
Item 6.Exhibits61
Signatures62

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Definitions of Commonly Used Terms

As used herein, “we,” “our,” “us,” and similar terms include Micron Technology, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. All period references are to our fiscal periods unless otherwise indicated. Abbreviations, acronyms, or terms that are commonly used or found in multiple locations throughout this report and include the following:

TermDefinitionTermDefinition
2028 Notes5.375% Senior Notes due April 2028, repaid October 2025AIArtificial intelligence
2029 A Notes5.327% Senior Notes due February 2029, repaid February 2026CACChina’s Cyberspace Administration
2029 B Notes6.750% Senior Notes due November 2029, repaid October 2025CHIPS ActU.S. CHIPS and Science Act of 2022
2029 Term Loan ASenior Term Loan A due January 2029, repaid October 2025DDRDouble data rate DRAM
2030 Notes4.663% Senior Notes due February 2030, repaid February 2026EBITDAEarnings before interest, taxes, depreciation, and amortization
2031 Notes5.300% Senior Notes due January 2031EUVExtreme ultraviolet lithography
2032 Green Bonds2.703% Senior Notes due April 2032HBMHigh-bandwidth memory
2032 Notes5.650% Senior Notes due November 2032MicronMicron Technology, Inc. (Parent Company)
2033 A Notes5.875% Senior Notes due February 2033OEMOriginal equipment manufacturer
2033 B Notes5.875% Senior Notes due September 2033R&DResearch and development
2035 A Notes5.800% Senior Notes due January 2035Revolving Credit Facility$2.0 billion Revolving Credit Facility due March 2030
2035 B Notes6.050% Senior Notes due November 2035SOFRSecured Overnight Financing Rate
2041 Notes3.366% Senior Notes due November 2041SSDSolid state drive
2051 Notes3.477% Senior Notes due November 2051

Micron Technology, Inc. is an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all. With a relentless focus on our customers, technology leadership, manufacturing, and operational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory and storage products. Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence (AI) and compute-intensive applications that unleash opportunities — from the data center to the intelligent edge and across the client and mobile user experience.

Micron®, any associated logos, and all other Micron trademarks are the property of Micron. Other product names or trademarks that are not owned by Micron are for identification purposes only and may be the trademarks of their respective owners.

Available Information

Investors and others should note that we announce material, non-public information through a variety of means, including our investor relations website (investors.micron.com), filings with the U.S. Securities and Exchange Commission (“SEC”), press releases, public conference calls, blog posts (micron.com/about/blog), posts on X (@MicronTech), and webcasts. We use these channels to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on such channels. Web links throughout this document are inactive textual references provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of this Quarterly Report on Form 10-Q.

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Forward-Looking Statements

This Form 10-Q contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements may be identified by words such as “anticipate,” “expect,” “intend,” “pledge,” “committed,” “plan,” “opportunities,” “future,” “believe,” “target,” “on track,” “estimate,” “continue,” “likely,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Specific forward-looking statements include, but are not limited to, statements regarding expected production ramp of certain products; plans to invest in research and development; anticipated technological developments and improvements in our products; potential change and impact in our effective tax rate; expectations related to construction, acquisition, expansion, and ramping of production and the contribution to our ability to supply customers of our facilities, including new memory manufacturing fabs in the United States; expectations regarding our strategic customer agreements and their impact on our financial results; estimated capital expenditures; payment of purchase obligations; receipt, timing, and utilization of government incentives and our ability to satisfy conditions attached to these incentives; the payment of future cash dividends; market conditions, including anticipated supply and demand conditions, and profitability in our industry; future demand for our products and factors that may impact such demand, including developments in AI; the potential impact of business, economic, political, legal, and regulatory developments upon our global operations, including tariffs and trade regulations; and the sufficiency of our cash and investments. Our actual results could differ materially from our historical results and those discussed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, those identified in Part II. Other Information, Item 1A. Risk Factors.

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PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Micron Technology, Inc.

Consolidated Statements of Operations

(In millions, except per share amounts)

(Unaudited)

Quarter EndedNine Months Ended
May 28, 2026May 29, 2025May 28, 2026May 29, 2025
Revenue$41,456$9,301$78,959$26,063
Cost of goods sold6,4005,79318,50216,244
Gross margin35,0563,50860,4579,819
Research and development1,3169653,7372,751
Selling, general, and administrative4073181,088891
Other operating (income) expense, net15564361
Operating income33,3182,16955,5896,116
Interest income215135509350
Interest expense—(123)(106)(353)
Other non-operating income (expense), net(321)(68)(559)(90)
33,2122,11355,4336,023
Income tax (provision) benefit(4,978)(235)(8,178)(695)
Equity in net income (loss) of equity method investees971310
Net income$28,243$1,885$47,268$5,338
Earnings per share
Basic$25.03$1.69$41.97$4.79
Diluted24.671.6841.404.75
Number of shares used in per share calculations
Basic1,1281,1181,1261,114
Diluted1,1451,1251,1421,123

See accompanying notes to consolidated financial statements.

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Micron Technology, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In millions)

(Unaudited)

Quarter EndedNine Months Ended
May 28, 2026May 29, 2025May 28, 2026May 29, 2025
Net income$28,243$1,885$47,268$5,338
Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments681491593
Unrealized gains (losses) on investments(11)(3)(8)(3)
Pension liability adjustments(1)—(1)(1)
Other comprehensive income (loss)56146689
Total comprehensive income$28,299$2,031$47,274$5,427

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 ofMay 28, 2026August 28, 2025
Assets
Cash and cash equivalents$24,995$9,642
Short-term investments1,027665
Receivables31,0259,265
Inventories8,5678,355
Other current assets1,123914
Total current assets66,73728,841
Long-term marketable investments4,1061,629
Property, plant, and equipment56,42646,590
Operating lease right-of-use assets683736
Intangible assets473453
Deferred tax assets700616
Goodwill1,1501,150
Other noncurrent assets3,8372,783
Total assets$134,112$82,798
Liabilities and equity
Accounts payable and accrued expenses$15,521$9,649
Current debt582560
Other current liabilities3,3851,245
Total current liabilities19,48811,454
Long-term debt5,14014,017
Noncurrent operating lease liabilities654701
Noncurrent unearned government incentives1,0201,018
Other noncurrent liabilities7,0861,443
Total liabilities33,38828,633
Commitments and contingencies
Shareholders’ equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,275 shares issued and 1,129 outstanding (1,266 shares issued and 1,122 outstanding as of August 28, 2025)128127
Additional capital14,44213,339
Retained earnings94,68248,583
Treasury stock, 146 shares held (144 shares as of August 28, 2025)(8,502)(7,852)
Accumulated other comprehensive income (loss)(26)(32)
Total equity100,72454,165
Total liabilities and equity$134,112$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 May 28, 2026
Common StockAdditional CapitalRetained EarningsTreasury StockAccumulated Other Comprehensive Income (Loss)Total Shareholders’ Equity
Number of SharesAmount

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended August 28, 2025. All period references are to our fiscal periods unless otherwise indicated. Our fiscal year is the 52- or 53-week period ending on the Thursday closest to August 31. Fiscal 2026 contains 53 weeks and fiscal 2025 contains 52 weeks. The third quarter of 2026 contains 13 weeks and the fourth quarter of 2026 contains 14 weeks. All tabular dollar amounts are in millions, except per share amounts.

Overview

Micron Technology, Inc. is an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all. With a relentless focus on our customers, technology leadership, and manufacturing and operational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory and storage products. Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence (AI) and compute-intensive applications that unleash opportunities — from the data center to the intelligent edge and across the client and mobile user experience.

We manufacture our products at wholly-owned facilities and also utilize subcontractors for certain manufacturing processes. Our global network of manufacturing centers of excellence not only allows us to benefit from scale while streamlining processes and operations, but it also brings together some of the world’s brightest talent to work on the most advanced memory technology. Centers of excellence bring expertise together in one location, providing an efficient support structure for end-to-end manufacturing, with quicker cycle times, in partnership with teams, such as R&D, product development, human resources, procurement, and supply chain. For our locations in Singapore and Taiwan, this is also a combination of bringing fabrication and back-end manufacturing together. We continue to make significant investments to develop proprietary product and process technology, which generally increases bit density per wafer and reduces per-bit manufacturing costs of each generation of product. We continue to introduce new generations of products that offer improved performance characteristics, including higher data transfer rates, advanced packaging solutions, lower power consumption, improved read/write reliability, and increased memory density.

We face intense competition in the semiconductor memory and storage markets. To remain competitive, we must continuously develop and implement new products and technologies and decrease manufacturing costs in spite of inflationary pressures, changing technologies, rapid market changes, and regulatory uncertainty. Our success is largely dependent on obtaining returns on our R&D investments, efficient utilization of our manufacturing infrastructure, development and integration of advanced product and process technologies, market acceptance of our diversified portfolio of semiconductor-based memory and storage solutions, and efficient capital spending.

Product Technologies

Our product portfolio of memory and storage solutions, advanced solutions, and storage platforms is based on our high-performance semiconductor memory and storage technologies, including DRAM, NAND, and NOR. We sell our products through our business units into various markets in numerous forms, including components, modules, SSDs, managed NAND, multi-chip packages, and wafers. Many of our system-level solutions combine NAND, a controller, firmware, and in some cases DRAM.

DRAM: DRAM products are dynamic random access memory semiconductor devices with low latency that provide high-speed data retrieval with a variety of performance characteristics. DRAM products lose content when power is turned off (“volatile”) and are most commonly used in the data center, client PC, graphics, industrial, mobile, and automotive markets. DRAM products include High-Bandwidth Memory (“HBM”), which is a 3D stacked DRAM architecture that utilizes through-silicon via (“TSV”) connections for more efficient communication giving it the ability to achieve a higher bandwidth while consuming less power compared to other memory types.

NAND: NAND products are non-volatile, re-writeable semiconductor storage devices that provide high-capacity, low-cost storage with a variety of performance characteristics. NAND is used in SSDs for the data center, client PC, consumer, and automotive markets, and in removable storage markets. Managed NAND is used in smartphones

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and other mobile devices, and in the consumer, automotive, and embedded markets. Low-density NAND is ideal for applications like automotive, surveillance, machine-to-machine, automation, printer, and home networking.

NOR: NOR products are non-volatile, re-writable semiconductor memory devices that provide fast read speeds. NOR is most commonly used for reliable code storage (e.g., boot, application, operating system, and execute-in-place code in an embedded system) and for frequently changing small data storage and is ideal for automotive, industrial, and consumer applications.

Industry Conditions

Memory and Storage Demand

AI-driven memory and storage growth is outpacing industry supply. In the third quarter of 2026, we continued to benefit from substantial improvements in pricing and margins, reflecting strong demand growth, driven in large part by the continued advancement of AI. The AI-driven growth in the data center has accelerated demand for memory and storage at a rate greater than our ability and the industry’s ability to increase supply. This has led to decisions on supply allocation that may impact certain customers and end markets as the overall market demand for memory and storage exceeds overall industry supply. Robust overall DRAM and NAND demand and constrained supply has led to increased pricing and improved the profitability across our portfolio.

Strategic Customer Agreements

The evolving industry landscape, characterized by strong long-term customer demand for memory solutions and structurally constrained supply growth, has elevated the strategic importance of memory to our customers’ product roadmaps. As customers increasingly seek to secure committed long-term access to advanced memory technology and committed long-term memory supply, we have experienced increased customer engagement in strategic commitments. In the third and fourth quarters of 2026, we entered into, and expect to continue to enter into, strategic customer agreements. These agreements provide customers contracted supply assurance and greater pricing visibility, and provide us higher visibility and improved stability in our business performance.

Strategic customer agreements are structured as take-or-pay agreements, with binding commitments for specific volumes over the multi-year contract terms. Pricing for most agreements is either fixed, or is subject to minimum and maximum pricing. The largest agreements generally have a ceiling price for existing products that approximates the market price in the second calendar quarter of 2026, and a floor price through the term of the agreement. A minority of the agreements do not have any fixed pricing or price bands, as pricing for those agreements is subject to market conditions.

We expect gross margins from our strategic customer agreements with price bands, even at floor pricing levels, to yield gross margins well above our peak quarterly margins in any past cycle. Accordingly, we believe these agreements accelerate the transformation of our business model and will significantly enhance the durability and predictability of our financial performance.

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Results of Operations

Consolidated Results

Third QuarterSecond QuarterThird QuarterNine Months Ended
20262026202520262025
Revenue$41,456100%$23,860100%$9,301100%$78,959100%$26,063100%
Cost of goods sold6,40015%6,10526%5,79362%18,50223%16,24462%
Gross margin35,05685%17,75574%3,50838%60,45777%9,81938%
Research and development1,3163%1,2505%96510%3,7375%2,75111%
Selling, general, and administrative4071%3441%3183%1,0881%8913%
Other operating (income) expense, net15—%26—%561%43—%61—%
Operating income33,31880%16,13568%2,16923%55,58970%6,11623%
Interest income (expense), net2151%1231%12—%4031%(3)—%
Other non-operating income (expense), net(321)(1)%(98)—%(68)(1)%(559)(1)%(90)—%
Income tax (provision) benefit(4,978)(12)%(2,371)(10)%(235)(3)%(8,178)(10)%(695)(3)%
Equity in net income (loss) of equity method investees9—%(4)—%7—%13—%10—%
Net income$28,24368%$13,78558%$1,88520%$47,26860%$5,33820%

Total Revenue: Total revenue for the third quarter and first nine months of 2026 was impacted by the factors described in the section titled “Industry Conditions—Memory and Storage Demand” above.

Total revenue for the third quarter of 2026 increased 74% as compared to the second quarter of 2026, primarily due to increases in sales of both DRAM and NAND products.

  • Sales of DRAM products increased 67%, primarily due to a low-60% range increase in average selling prices and a low-single-digit percentage range increase in bit shipments.

  • Sales of NAND products increased 99%, primarily due to a mid-80% range increase in average selling prices and a mid-single-digit percentage range increase in bit shipments.

Total revenue for the third quarter of 2026 increased 346% as compared to the third quarter of 2025, primarily due to increases in sales of both DRAM and NAND products.

  • Sales of DRAM products increased 343%, primarily due to a low-260% range increase in average selling prices and a low-20% range increase in bit shipments.

  • Sales of NAND products increased 361%, primarily due to a mid-310% increase in average selling prices and a low-double-digit increase in bit shipments.

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Total revenue for the first nine months of 2026 increased 203% as compared to the first nine months of 2025, primarily due to increases in sales of both DRAM and NAND products.

  • Sales of DRAM products increased 211%, primarily due to an approximate 140% increase in average selling prices and an approximate 30% increase in bit shipments.

  • Sales of NAND products increased 183%, primarily due to an approximate 130% increase in average selling prices and a low-20% range increase in bit shipments.

Consolidated Gross Margin: Our consolidated gross margin has been impacted by the factors described in the section titled “Industry Conditions—Memory and Storage Demand.” Our consolidated gross margin percentage increased to 85% for the third quarter of 2026 from 74% for the second quarter of 2026 as a result of improvements in margins for both DRAM and NAND products. Margins improved primarily due to increases in average selling prices and also benefited from continued strong execution and favorable mix.

Our consolidated gross margin percentage improved to 85% for the third quarter of 2026 from 38% for the third quarter of 2025 and improved to 77% for the first nine months of 2026 from 38% for the first nine months of 2025. Improvements in our consolidated gross margins for the third quarter and first nine months of 2026 as compared to corresponding periods of 2025 were due to improvements in margins for both DRAM and NAND products. Margins improved, primarily due to increases in average selling prices and, to a lesser extent, favorable mix and manufacturing cost reductions.

Revenue by Business Unit

Third QuarterSecond QuarterThird QuarterNine Months Ended
20262026202520262025
CMBU$13,76933%$7,74932%$3,38636%$26,80234%$8,98134%
CDBU11,52428%5,68724%1,53016%19,59025%5,65222%
MCBU11,52128%7,71132%3,25535%23,48730%8,09931%
AEBU4,63411%2,70811%1,12712%9,06211%3,31913%
All other8—%5—%3—%18—%12—%
$41,456$23,860$9,301$78,959$26,063

Percentages of total revenue may not total 100% due to rounding.

Changes in revenue for each business unit for the third quarter of 2026 as compared to the second quarter of 2026 were as follows:

  • CMBU revenue increased 78%, primarily due to increases in average selling prices and bit shipments.

  • CDBU revenue increased 103%, primarily due to increases in average selling prices and favorable mix.

  • MCBU revenue increased 49%, primarily due to increases in average selling prices, partially offset by lower bit shipments.

  • AEBU revenue increased 71%, primarily due to increases in average selling prices and bit shipments.

Changes in revenue for each business unit for the third quarter and first nine months of 2026 as compared to the corresponding periods of 2025 were as follows:

  • CMBU revenue increased 307% and 198%, respectively, primarily due to increases in average selling prices and bit shipments.

  • CDBU revenue increased 653% and 247%, respectively, primarily due to increases in average selling prices and bit shipments.

  • MCBU revenue increased 254% and 190%, respectively, primarily due to increases in average selling prices, partially offset by lower bit shipments.

  • AEBU revenue increased 311% and 173%, respectively, primarily due to increases in average selling prices and bit shipments.

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Operating Income by Business Unit

Third QuarterSecond QuarterThird QuarterNine Months Ended
20262026202520262025
CMBU$10,79378%$5,12766%$1,57346%$18,80470%$3,95944%
CDBU9,51983%3,80967%30720%14,21873%1,78932%
MCBU9,87386%5,83676%48215%17,72675%87711%
AEBU3,49375%1,68262%12611%5,80264%2658%
All other338%120%267%528%18%
$33,681$16,455$2,490$56,555$6,891

Percentages reflect operating income as a percentage of revenue for each business unit.

Changes in operating income for each business unit for the third quarter of 2026 as compared to the second quarter of 2026 were as follows:

  • CMBU operating income was higher, primarily due to increases in average selling prices and higher bit shipments.

  • CDBU operating income was higher, primarily due to increases in average selling prices.

  • MCBU operating income was higher, primarily due to increases in average selling prices and favorable mix, partially offset by lower bit shipments.

  • AEBU operating income was higher, primarily due to increases in average selling prices, higher bit shipments, and favorable mix.

Changes in operating income for each business unit for the third quarter and first nine months of 2026 as compared to the corresponding periods of 2025 were as follows:

  • CMBU operating income was higher, primarily due to increases in average selling prices, higher bit shipments, and manufacturing cost reductions.

  • CDBU operating income was higher, primarily due to increases in average selling prices, higher bit shipments, and manufacturing cost reductions.

  • MCBU operating income was higher, primarily due to increases in average selling prices and manufacturing cost reductions, partially offset by lower bit shipments.

  • AEBU operating income was higher, primarily due to increases in average selling prices, higher bit shipments, and manufacturing cost reductions.

Operating Expenses and Other

Research and Development: R&D expenses vary primarily with the number of development and pre-qualification wafers processed and end-product solutions developed, personnel costs, and the cost of advanced equipment dedicated to new product and process development. Because of the lead times necessary to manufacture our products, we typically begin to process wafers before completion of performance and reliability testing. Development of a product is deemed complete when it is qualified through internal reviews and tests for performance, functionality, and reliability. R&D expenses can vary significantly depending on the timing of product qualification and product specifications.

R&D expenses for the third quarter of 2026 increased 5% as compared to the second quarter of 2026, primarily due to increases in employee compensation. R&D expenses for the third quarter and first nine months of 2026 both increased 36%, as compared to the corresponding periods of 2025, primarily due to higher volumes of development and pre-qualification wafers, as we ramp R&D investments in support of long-term opportunities in memory and storage, and increases in employee compensation.

Selling, General, and Administrative: SG&A expenses for the third quarter of 2026 increased 18% as compared to the second quarter of 2026, primarily due to increases in employee compensation. SG&A expenses for the third quarter and first nine months of 2026 increased 28% and 22%, respectively, as compared to the corresponding periods of 2025, primarily due to increases in employee compensation.

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Interest Income (Expense), Net: Interest income (expense) improved in the third quarter of 2026 as compared to the second quarter of 2026 and for the third quarter and first nine months of 2026 as compared to the corresponding periods of 2025, primarily due to a decrease in interest expense due to lower debt balances and an increase in interest income due to higher cash and investments balances.

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

Third QuarterSecond QuarterThird QuarterNine Months Ended
20262026202520262025
Income before taxes$33,212$16,160$2,113$55,433$6,023
Income tax (provision) benefit(4,978)(2,371)(235)(8,178)(695)
Effective tax rate15.0%14.7%11.1%14.8%11.5%

The change in our effective tax rate for the third quarter of 2026, as compared to the second quarter of 2026 was primarily due to changes in profitability, which reduced the relative impact of discrete tax benefits. The change in our effective tax rate for the third quarter and first nine 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. Further changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit-shifting project, including Pillar Two, undertaken by the Organisation for Economic Co-operation and Development. We continue to monitor for additional guidance and legislative changes related to Pillar Two in the jurisdictions where we operate.

Various tax reforms are being considered in multiple jurisdictions that, if enacted, contain provisions that could materially impact our tax expense. We continue to monitor the potential impact of these various tax reform proposals to our overall global effective tax rate and financial statements.

Other: Further information can be found in the following notes contained in Item 1. Financial Statements, Notes to Consolidated Financial Statements:

  • Note 9. Debt

  • Note 13. Equity Compensation Plans

Liquidity and Capital Resources

Our primary sources of liquidity are cash generated from operations and financing obtained from capital markets and financial institutions. Cash generated from operations is highly dependent on selling prices for our products, which can vary significantly from period to period. Cash and marketable investments totaled $30.13 billion as of May 28, 2026, and $11.94 billion as of August 28, 2025. Our cash and investments consist primarily of bank deposits, money market funds, and liquid investment-grade, fixed-income securities, which are diversified among industries and individual issuers. To mitigate credit risk, we invest through high-credit-quality financial institutions and by policy generally limit the concentration of credit exposure by restricting the amount of investments with any single obligor. As of May 28, 2026, $5.40 billion of our cash and marketable investments was held by our foreign subsidiaries.

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We recently executed certain strategic customer agreements, including agreements executed subsequent to May 28, 2026. These agreements include binding commitments for specific volumes over the multi-year contract terms. Strategic customer agreements often include substantial customer deposits and related financial commitments. In connection with these strategic customer agreements, we expect to receive cash deposits and related financial commitments of $22 billion for agreements concluded to date. Approximately $18 billion of these commitments will be in the form of cash deposits.

We continuously evaluate alternatives for efficiently funding our capital expenditures and ongoing operations. As of May 28, 2026, $2.00 billion was available to draw under our Revolving Credit Facility. Funding of certain significant capital projects is also supported by the receipt of government incentives. Our incentives are conditioned upon achieving or maintaining certain outcomes and satisfying compliance requirements and are subject to reduction, termination, or clawback.

To develop new product and process technology, support future growth, achieve operating efficiencies, and maintain product quality, we must continue to invest in manufacturing technologies, facilities and equipment, and R&D. We estimate capital expenditures for property, plant, and equipment, net of proceeds from government incentives, to be approximately $27 billion in 2026. Actual amounts for 2026 will vary depending on market conditions and may vary from quarter to quarter due to the timing of expenditures and proceeds from government incentives. As of May 28, 2026, we had purchase obligations of approximately $2.93 billion for the acquisition of property, plant, and equipment, substantially all of which is expected to be paid within one year. For a description of other contractual obligations, such as finance leases and debt, see Item 1. Financial Statements, Notes to Consolidated Financial Statements, Note 9. Debt.

In addition to the supply capacity we generate through our proprietary product and process technology that increases bit density per wafer, we will need to add new DRAM wafer capacity to support projected memory demand in the second half of the decade and beyond. Following the enactment of the CHIPS Act, we announced plans to invest in leading-edge memory manufacturing sites in Idaho and New York, based on CHIPS Act support through grants and investment tax credits.

As part of this plan, in September 2022, we broke ground on a leading-edge memory manufacturing fab in Boise, Idaho. Construction of the fab began in October 2023, with first DRAM wafer output projected in mid-calendar 2027. In June 2025, in connection with certain amendments to our CHIPS Act agreements, we announced plans for a second leading-edge memory manufacturing fab in Idaho to serve growing market demand fueled by AI. We plan to begin construction of the second Idaho fab in 2026, and expect initial wafer output by late calendar 2028.

Our investment plan for New York includes construction of a leading-edge DRAM memory manufacturing site, consisting of up to four fabs to be built over the next 20-plus years, in Clay, New York. In January 2026, we broke ground on our first New York fab, which will provide supply in 2030 and beyond. We expect these new fabs to be key to meeting our requirements for additional wafer capacity, in line with industry demand trends and our objective of maintaining stable bit share.

On December 9, 2024, we entered into direct funding agreements with the U.S. Department of Commerce for up to $6.1 billion in direct funding pursuant to the CHIPS Act for a planned fab in Boise, Idaho, and two planned fabs in Clay, New York. On June 11, 2025, we entered into amendments to the direct funding agreements to add a second planned fab in Boise, Idaho, and allocate certain award funding to the second planned Idaho fab from the $6.1 billion grants previously awarded under the December 2024 direct funding agreements. The direct funding for up to $6.1 billion remains unchanged. On June 11, 2025, we also entered into a direct funding agreement with the U.S. Department of Commerce for up to $275 million in direct funding to expand and modernize our fab in Manassas, Virginia. The grants under the funding agreements represent total CHIPS Act grants of up to $6.4 billion in connection with our U.S. manufacturing expansion and modernization projects. In addition, we announced plans to bring advanced HBM packaging capabilities to the United States.

In addition to the CHIPS Act direct funding, we receive a 35% investment tax credit on qualified investments in U.S. semiconductor manufacturing under the CHIPS Act. We have also signed a non-binding term sheet with the State of New York that provides for up to $5.5 billion in funding for the planned four-fab facility over the next 20-plus years through a combination of tax credits for qualified capital investments and incentives for eligible new job wages.

Outside the United States, we are investing in manufacturing technologies, facilities and equipment, and R&D, and advancing our global back-end assembly and test network. These investments support our product portfolio and

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extend our ability to meet global market demand in the future. Planned investments and those underway include the following:

  • India:** Our assembly and test facility in Gujarat commenced commercial shipments and will start ramping production in 2026;

  • Japan:** We are modernizing our Hiroshima manufacturing facility to support future DRAM nodes and AI memory production;

  • Singapore:** We broke ground in January 2025 on an HBM advanced packaging facility to meaningfully expand our total advanced packaging capacity beginning in the first half of calendar 2027. In January 2026, we broke ground on an additional advanced wafer fab facility located within our existing NAND manufacturing complex. This facility will provide additional cleanroom space when it becomes operational in the second half of calendar 2028, helping address growing market demand for NAND technology driven by the rapid expansion of AI and data-centric applications; and

  • Taiwan:** We are modernizing and expanding our production capacity for DRAM and HBM products to meet rising market demand. In March 2026, we completed the acquisition of a wafer fabrication facility in Tongluo, Miaoli County, Taiwan, from Powerchip Semiconductor Manufacturing Corporation for cash consideration of $1.8 billion. We expect this site to support meaningful product shipments from the existing fab beginning in mid-calendar 2027. Adding to the existing fab, we have begun construction of a similar-sized second cleanroom at this site.

In certain countries outside of the U.S, we receive or expect to receive, government incentives related to our investments. The amounts of these government incentives generally offset a portion of our planned investments and require us to meet certain conditions in order to receive such incentives.

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. Through May 28, 2026, we had repurchased an aggregate of $7.84 billion under the authorization. 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. See Item 1. Financial Statements, Notes to Consolidated Financial Statements, Note 11. Equity.

On June 24, 2026, our Board of Directors declared a quarterly dividend of $0.15 per share, payable in cash on July 21, 2026, to shareholders of record as of the close of business on July 6, 2026. The declaration and payment of any future cash dividends are at the discretion and subject to the approval of our Board of Directors. Our Board of Directors’ decisions regarding the amount and payment of dividends will depend on many factors, including, but not limited to, our financial condition, results of operations, capital requirements, business conditions, debt service obligations, contractual restrictions, industry practice, legal requirements, regulatory constraints, and other factors that our Board of Directors may deem relevant.

We expect that our cash and investments, cash flows from operations, funding from government incentives, customer deposits under strategic customer agreements, and available financing will be sufficient to meet our requirements at least through the next 12 months and thereafter for the foreseeable future.

Cash Flows

Nine Months EndedMay 28, 2026May 29, 2025
Net cash provided by operating activities$45,702$11,795
Net cash used for investing activities(19,688)(8,889)
Net cash provided by (used for) financing activities(10,646)214
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash8(3)
Net increase in cash, cash equivalents, and restricted cash$15,376$3,117

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Operating Activities: Cash provided by operating activities reflects net income adjusted for certain non-cash items, including depreciation expense, amortization of intangible assets, and stock-based compensation, and the effects of changes in operating assets and liabilities.

The increase in cash provided by operating activities for the first nine months of 2026 as compared to the first nine months of 2025 was primarily due to higher net income in the current year adjusted for non-cash items, an increase in accounts payable and accrued expenses mostly related to property, plant and equipment and income and other taxes, an increase in other current liabilities resulting mainly from higher consideration payable to customers for pricing adjustments, and an increase in noncurrent liabilities largely due to higher noncurrent income taxes payable related to the implementation of Pillar Two. These increases were partially offset by a significant increase in receivables due to higher revenue in the first nine months of 2026.

Investing Activities: For the first nine months of 2026, net cash used for investing activities consisted primarily of $19.60 billion of expenditures for property, plant, and equipment and $2.84 billion of net outflows from purchases, maturities, and sales of available-for-sale securities, partially offset by $2.99 billion of proceeds from government incentives to offset capital expenditures.

For the first nine months of 2025, net cash used for investing activities consisted primarily of $10.20 billion of expenditures for property, plant, and equipment, partially offset by $1.29 billion of proceeds from government incentives to offset capital expenditures.

Financing Activities: For the first nine months of 2026, net cash used for financing activities consisted primarily of $9.38 billion of repayments of debt, which included the prepayment in full of the 2028 Notes, 2029 Term Loan A, 2029 A Notes, 2029 B Notes, and 2030 Notes and the partial prepayments of the 2031 Notes, 2032 Notes, 2033 A Notes, 2033 B Notes, 2035 A Notes, and 2035 B Notes; $762 million for the repurchases of common stock for withholdings on employee equity awards; $650 million for the acquisition of 2.5 million shares of our common stock under our share repurchase authorization; and $437 million for payments of dividends to shareholders. See Item 1. Financial Statements, Notes to Consolidated Financial Statements, Note 9. Debt.

For the first nine months of 2025, net cash provided by financing activities consisted primarily of $1.68 billion of proceeds from the issuance of the 2029 Term Loan A; approximately $1.25 billion of proceeds from the issuance of the 2035 B Notes; approximately $1.00 billion of proceeds from the issuance of the 2035 A Notes; and $499 million of proceeds from the issuance of the 2032 Notes; partially offset by $3.60 billion of repayments of debt; $392 million for payments of dividends to shareholders; and $290 million for the repurchases of common stock for withholdings on employee equity awards.

Critical Accounting Estimates

For a discussion of our critical accounting estimates, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Critical Accounting Estimates of our Annual Report on Form 10-K for the year ended August 28, 2025. There have been no significant changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended August 28, 2025.

Recently Issued Accounting Standards

See Part I, Item 1. Financial Statements, Notes to Consolidated Financial Statements, Note 2. Recently Issued Accounting Standards.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For further discussion about market risk and sensitivity analysis related to changes in interest rates and currency exchange rates, see Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the year ended August 28, 2025. There have been no material changes to our market risk during the nine months ended May 28, 2026.

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Item 4. CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that those disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow timely decisions regarding disclosure.

During the third quarter of 2026, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a discussion of legal proceedings, see Part I. Financial Information, Item 1. Financial Statements, Notes to Consolidated Financial Statements, Note 10. Contingencies and Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.

SEC regulations require disclosure of certain proceedings related to environmental matters unless we reasonably believe that the related monetary sanctions, if any, will be less than a specified threshold. We use a threshold of $1 million for this purpose.

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Item 1A. RISK FACTORS

In addition to the factors discussed elsewhere in this Form 10-Q, this section discusses important factors which could cause actual results or events to differ materially from those contained in any forward-looking statements made by us. The order of presentation is not necessarily indicative of the level of risk that each factor poses to us. Any of these factors could have a material adverse effect on our business, results of operations, financial condition, or stock price. Our operations could also be affected by other factors that are presently unknown to us or not considered significant.

Risk Factor Summary

Risks Related to Our Business, Operations, and Industry

  • volatility in average selling prices of our products;

  • a range of factors that may adversely affect our gross margins;

  • our international operations, including geopolitical risks;

  • the highly competitive nature of our industry;

  • our ability to develop, produce, and supply new and competitive memory and storage technologies and products;

  • realizing expected returns from capacity expansions;

  • achieving or maintaining certain outcomes and the compliance requirements associated with incentives from various governments;

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

  • a downturn or ongoing adverse conditions in regional or worldwide economies;

  • disruptions to our manufacturing processes from operational issues, natural disasters, or other events;

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

  • products that fail to meet specifications, are defective, or are incompatible with end uses;

  • breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions of our systems or those of our customers, suppliers, or business partners;

  • uncertainties and outcomes associated with the use and evolution of AI;

  • attracting, retaining, and motivating highly skilled employees;

  • responsible sourcing requirements and related regulations;

  • sustainability and governance expectations or standards;

  • acquisitions and/or strategic transactions and investments; and

  • restructure plans may not realize expected savings or other benefits.

Risks Related to Intellectual Property and Litigation

  • protecting our intellectual property and retaining key employees who are knowledgeable about and develop our intellectual property;

  • legal, regulatory and administrative investigations, inquiries, proceedings, and claims; and

  • claims that our products or manufacturing processes infringe or otherwise violate the intellectual property rights of others or failure to obtain or renew license agreements covering such intellectual property.

Risks Related to Laws and Regulations

  • impacts of government actions and compliance with tariffs, trade restrictions, and/or trade regulations;

  • tax expense and tax laws in key jurisdictions; and

  • compliance with laws, regulations, or industry standards, including environmental considerations.

Risks Related to Capitalization and Financial Markets

  • our ability to generate sufficient cash flows or obtain access to external financing;

  • our debt obligations;

  • changes in foreign currency exchange rates;

  • counterparty default risk;

  • volatility in the trading price of our common stock; and

  • fluctuations in the amount and frequency of our common stock repurchases and payment of cash dividends and resulting impacts.

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Risks Related to Our Business, Operations, and Industry

Volatility in average selling prices for our semiconductor memory and storage products may adversely affect our business.

We have experienced significant volatility in our average selling prices and may continue to experience such volatility in the future. Over the past five fiscal years, annual percentages changes in DRAM average selling prices have ranged from an increase in the low 40% range to a decrease in the high 40% range. DRAM average selling prices increased approximately 140% for the first nine months of 2026 compared to the first nine months of 2025. In the past five fiscal years, annual percentage changes in NAND average selling prices have ranged from an increase in the low 30% range to a decrease in the low 50% range. NAND average selling prices increased approximately 130% for the first nine months of 2026 compared to the first nine months of 2025. In some prior periods, average selling prices for our products have been below our manufacturing costs, and we may experience such circumstances in the future. Significant declines in average selling prices in future periods could have a material adverse effect on our business, results of operations, or financial condition.

Our gross margins may be adversely affected by a range of factors.

In addition to the impact of our average selling prices, our gross margins are dependent, in part, upon continuing decreases in per gigabit manufacturing costs, which is primarily achieved through improvements in our manufacturing processes and product designs. Factors that may limit our ability to reduce our per gigabit manufacturing costs at sufficient levels to prevent deterioration of or improve gross margins include, but are not limited to:

  • strategic product diversification decisions affecting product mix;

  • increasing complexity of our product portfolio, which may impact operational costs;

  • increasing complexity of manufacturing processes;

  • difficulties in transitioning to smaller line-width process technologies or additional 3D memory layers or NAND cell levels;

  • process complexity, including number of mask layers and fabrication steps;

  • manufacturing yield and defect density;

  • technological barriers;

  • changes in process technologies;

  • new products that may require relatively larger die sizes or advanced packaging technologies;

  • start-up or other costs associated with capacity expansions;

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

  • higher costs of goods and services due to, among other things, inflationary pressures, regulatory actions, including tariffs or trade restrictions, increased input costs, or market conditions; and

  • higher manufacturing costs per gigabit due to fabrication facility underutilization, lower wafer output, and insufficient volume to run new technology nodes to achieve cost optimization.

Many factors may result in a reduction of our output or a delay in ramping production, which have in the past and could in the future lead to underutilization of our production assets. These factors may include, among others, a weak demand environment, industry oversupply, inventory surpluses, difficulties in ramping emerging technologies, supply chain disruptions, and delays from equipment suppliers. A significant portion of our manufacturing costs are fixed and do not vary proportionally with changes in production output. As a result, lower utilization, lower wafer output, and corresponding increases in our per gigabit manufacturing costs could result in higher inventory carrying costs, and have had, and may continue to have, an adverse effect on our gross margins, business, results of operations, or financial condition.

We operate in a dynamic and rapidly evolving industry where the timeframes for product transitions, facility expansions, production ramps, and supply chain shifts are increasingly compressed. To remain competitive, we must continuously develop and implement new products and technologies and decrease manufacturing costs in spite of inflationary pressures and regulatory uncertainty. As we streamline our production and shift capacity to

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Item 5. OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

No directors or 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.

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Index to Exhibits

Exhibit NumberDescription of ExhibitFiled HerewithFormPeriod EndingExhibit/ AppendixFiling Date
3.1Restated Certificate of Incorporation, as amended, of the Registrant10-Q2/26/263.13/19/26
3.2Amended and Restated Bylaws of Registrant as of July 17, 20258-K3.17/18/25
10.1^Waiver and Amendment No. 3 to Direct Funding Agreement, dated February 27, 2026, by and between Micron Idaho Semiconductor Manufacturing (Triton) LLC and U.S. Department of CommerceX
10.2^Waiver and Amendment No. 3 to Direct Funding Agreement, dated February 27, 2026, by and between Micron New York Semiconductor Manufacturing LLC and U.S. Department of CommerceX
31.1Rule 13a-14(a) Certification of Chief Executive OfficerX
31.2Rule 13a-14(a) Certification of Chief Financial OfficerX
32.1Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350X
32.2Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350X
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)X

^ 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 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)
DateJune 24, 2026By:/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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