Item 1. FINANCIAL STATEMENTS

76K characters. Original on sec.gov · Markdown

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.

5 | 2026 Q3 10-Q

Table of Contents

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.

micron-logo-register-mark-blk-r-rgb.jpg 6

Table of Contents

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.

7 | 2026 Q3 10-Q

Table of Contents

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
Balance as of February 26, 20261,274$127$14,092$66,824$(8,502)$(82)$72,459
Net income———28,243——28,243
Other comprehensive income (loss), net—————5656
Stock issued under equity compensation plans21(1)————
Stock-based compensation expense——355———355
Repurchase of stock – withholdings on employee equity awards(1)—(4)(213)——(217)
Dividends and dividend equivalents declared ($0.15 per share)———(172)——(172)
Balance as of May 28, 20261,275$128$14,442$94,682$(8,502)$(26)$100,724
Quarter Ended May 29, 2025
Common StockAdditional CapitalRetained EarningsTreasury StockAccumulated Other Comprehensive Income (Loss)Total Shareholders’ Equity
Number of SharesAmount
Balance as of February 27, 20251,262$126$12,711$43,839$(7,852)$(191)$48,633
Net income———1,885——1,885
Other comprehensive income (loss), net—————146146
Stock issued under equity compensation plans2—1———1
Stock-based compensation expense——253———253
Repurchase of stock – withholdings on employee equity awards(1)—(5)(34)——(39)
Dividends and dividend equivalents declared ($0.115 per share)———(131)——(131)
Balance as of May 29, 20251,263$126$12,960$45,559$(7,852)$(45)$50,748

micron-logo-register-mark-blk-r-rgb.jpg 8

Table of Contents

Micron Technology, Inc.

Consolidated Statements of Changes in Equity

(In millions, except per share amounts)

(Unaudited)

Nine Months Ended May 28, 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———47,268——47,268
Other comprehensive income (loss), net—————66
Stock issued under equity compensation plans121178———179
Stock-based compensation expense——954———954
Repurchase of stock – repurchase program————(650)—(650)
Repurchase of stock – withholdings on employee equity awards(3)—(29)(733)——(762)
Dividends and dividend equivalents declared ($0.38 per share)———(436)——(436)
Balance as of May 28, 20261,275$128$14,442$94,682$(8,502)$(26)$100,724
Nine Months Ended May 29, 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———5,338——5,338
Other comprehensive income (loss), net—————8989
Stock issued under equity compensation plans131152———153
Stock-based compensation expense——722———722
Repurchase of stock – withholdings on employee equity awards(3)—(29)(262)——(291)
Dividends and dividend equivalents declared ($0.345 per share)———(394)——(394)
Balance as of May 29, 20251,263$126$12,960$45,559$(7,852)$(45)$50,748

See accompanying notes to consolidated financial statements.

9 | 2026 Q3 10-Q

Table of Contents

Micron Technology, Inc.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

Nine Months EndedMay 28, 2026May 29, 2025
Cash flows from operating activities
Net income$47,268$5,338
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense and amortization of intangible assets6,8626,203
Stock-based compensation954722
Change in operating assets and liabilities:
Receivables(19,953)(123)
Inventories(212)148
Accounts payable and accrued expenses3,32938
Other current liabilities2,139(681)
Other noncurrent liabilities5,203259
Other112(109)
Net cash provided by operating activities45,70211,795
Cash flows from investing activities
Expenditures for property, plant, and equipment(19,602)(10,199)
Purchases of available-for-sale securities(4,072)(1,203)
Proceeds from government incentives2,9891,294
Proceeds from maturities and sales of available-for-sale securities1,2331,249
Other(236)(30)
Net cash used for investing activities(19,688)(8,889)
Cash flows from financing activities
Repayments of debt(9,380)(3,604)
Repurchases of common stock - withholdings on employee equity awards(762)(290)
Repurchases of common stock - repurchase program(650)—
Payments of dividends to shareholders(437)(392)
Proceeds from issuance of debt—4,430
Other58370
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 cash15,3763,117
Cash, cash equivalents, and restricted cash at beginning of period9,6467,052
Cash, cash equivalents, and restricted cash at end of period$25,022$10,169
Supplemental disclosure
Non-cash acquisitions of finance lease right-of-use assets$32$1,247

See accompanying notes to consolidated financial statements.

micron-logo-register-mark-blk-r-rgb.jpg 10

Table of Contents

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.

11 | 2026 Q3 10-Q

Table of Contents

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 $1.34 billion and $1.58 billion of financial lease liabilities and right-of-use assets under these arrangements as of May 28, 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 May 28, 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$18,427$—$—$18,427$7,875$—$—$7,875
Level 1(2)
Money market funds70——70410——410
Level 2(3)
Certificates of deposit6,1806—6,1861,2926—1,298
Corporate bonds688442,9823,894235591,0471,629
Asset-backed securities—741,0831,157—31521552
Commercial paper24750—2973326—59
Government securities353419794361113
24,995$1,027$4,106$30,1289,642$665$1,629$11,936
Restricted cash(4)274
Cash, cash equivalents, and restricted cash$25,022$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 May 28, 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.

Non-marketable Equity Investments

In addition to the amounts included in the table above, we had $185 million and $194 million of non-marketable equity investments without a readily determinable fair value that were included in other noncurrent assets as of May 28, 2026 and August 28, 2025, respectively. Our non-marketable equity investments are recorded at cost

micron-logo-register-mark-blk-r-rgb.jpg 12

Table of Contents

minus impairment, if any, adjusted for qualifying observable price changes. Subsequent to May 28, 2026, we purchased non-marketable equity securities in a leading AI company.

Note 5. Receivables

As ofMay 28, 2026August 28, 2025
Trade receivables$26,894$7,163
Government incentives3,4081,572
Income and other taxes517436
Other20694
$31,025$9,265

Note 6. Inventories

As ofMay 28, 2026August 28, 2025
Finished goods$621$1,094
Work in process6,9606,401
Raw materials and supplies986860
$8,567$8,355

Note 7. Property, Plant, and Equipment

As ofMay 28, 2026August 28, 2025
Land$420$420
Buildings23,74122,173
Equipment(1)88,11379,934
Construction in progress(2)10,9355,518
Software1,7821,651
124,991109,696
Accumulated depreciation(68,565)(63,106)
$56,426$46,590

*(1)*Includes costs related to equipment not placed into service of $4.20 billion as of May 28, 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 expansion of our Singapore manufacturing facilities, followed by a second arrangement on April 17, 2026, for the expansion of our Singapore R&D. Under both arrangements, we will receive government support for qualified capital spending and labor costs. The incentive arrangements 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 arrangements.

In March 2026, we completed the acquisition of a wafer fabrication facility in Tongluo, Miaoli County, Taiwan, from Powerchip Semiconductor Manufacturing Corporation for total cash consideration of $1.8 billion.

13 | 2026 Q3 10-Q

Table of Contents

Note 8. Accounts Payable and Accrued Expenses

As ofMay 28, 2026August 28, 2025
Accounts payable$3,649$3,132
Property, plant, and equipment6,9144,391
Income and other taxes2,795628
Salaries, wages, and benefits1,8841,116
Other279382
$15,521$9,649

Note 9. Debt

As of May 28, 2026As of August 28, 2025
Net Carrying AmountNet Carrying Amount
Stated RateEffective RateCurrentLong-TermTotalCurrentLong-TermTotal
2031 Notes5.300%5.41%$—$261$261$—$995$995
2032 Green Bonds2.703%2.77%—996996—996996
2032 Notes5.650%5.79%—7070—496496
2033 A Notes5.875%5.96%—175175—746746
2033 B Notes5.875%6.01%—213213—892892
2035 A Notes5.800%5.90%—135135—992992
2035 B Notes6.050%6.14%—219219—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/A4.72%5822,0882,6705602,4843,044
$582$5,140$5,722$560$14,017$14,577

As of May 28, 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 nine months of 2026:

micron-logo-register-mark-blk-r-rgb.jpg 14

Table of Contents

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)
2031 NotesApril 3, 2026(738)(734)(773)
2032 NotesApril 3, 2026(429)(426)(456)
2033 A NotesApril 3, 2026(574)(571)(616)
2033 B NotesApril 3, 2026(685)(679)(734)
2035 A NotesApril 3, 2026(864)(857)(921)
2035 B NotesApril 3, 2026(1,030)(1,022)(1,114)
$(8,511)$(8,482)$(8,985)

In connection with these prepayments, we recognized losses in other non-operating income (expense) of $323 million and $500 million for the third quarter and first nine months of 2026, respectively.

Revolving Credit Facility

On May 6, 2026, we reduced our borrowing capacity under the Revolving Credit Facility from $3.50 billion to $2.00 billion. As of May 28, 2026, no amounts were outstanding under the Revolving Credit Facility. Borrowing under the Revolving Credit Facility 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

15 | 2026 Q3 10-Q

Table of Contents

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 appealed those rulings. On May 21, 2026, the appeals court affirmed the ruling of invalidity of the first patent. The appeal regarding the second patent has not yet been decided.

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 enforcement of the infringement verdict).

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. On April 1, 2026, the E.D. Tex. transferred the additional case to D. Del. 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 of appeal of 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

micron-logo-register-mark-blk-r-rgb.jpg 16

Table of Contents

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 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.

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 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 alleged that defendants made materially false or misleading statements regarding industry supply and demand dynamics and the demand for Micron's products. On February 3, 2026, the court dismissed the amended complaint but granted plaintiffs leave to file a further amended complaint. On April 3, 2026, the plaintiffs voluntarily dismissed the case.

Shareholder Derivative Matters

On February 20 and 21, 2025, two shareholder derivative complaints were filed against certain directors and officers of Micron, allegedly on behalf of and for the benefit of Micron, in D. Idaho. The complaints alleged violations of the Securities Exchange Act of 1934, breach of fiduciary duty, unjust enrichment, insider trading, abuse of control, and waste of corporate assets and were based on substantially the same statements asserted in the securities class action. On April 28, 2025, the complaints were consolidated and on May 14, 2025, the consolidated action was stayed. Following the dismissal of the securities class action, the consolidated action was dismissed.

On September 8, 2025, a substantially similar shareholder derivative complaint was filed in D. Del. On April 24, 2026, the action was dismissed.

17 | 2026 Q3 10-Q

Table of Contents

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.

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. No shares were repurchased in the third quarter of 2026. We repurchased 2.5 million shares of our common stock for $650 million in first nine months of 2026. Through May 28, 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 and $0.15 per share in the third quarter of 2026. 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.

micron-logo-register-mark-blk-r-rgb.jpg 18

Table of Contents

Note 12. Derivative Instruments

Notional or Contractual AmountFair Value**(1)** of
Assets**(2)**Liabilities**(3)**
As of May 28, 2026
Derivative instruments with hedge accounting designation
Cash flow currency hedges$4,096$7$(106)
Cash flow commodity hedges406105(7)
Fair value currency hedges5,56819—
Derivative instruments without hedge accounting designation
Non-designated currency hedges12,43115(48)
$146$(161)
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 $5.54 billion and $3.05 billion as of May 28, 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.

19 | 2026 Q3 10-Q

Table of Contents

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 May 28, 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”)

Nine Months EndedMay 28, 2026May 29, 2025
Restricted stock award shares granted711
Weighted-average grant-date fair value per share$227.18$100.25

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 $132 million and $96 million was capitalized and remained in inventory as of May 28, 2026 and August 28, 2025, respectively.

Quarter EndedNine Months Ended
May 28, 2026May 29, 2025May 28, 2026May 29, 2025
Stock-based compensation expense by caption
Cost of goods sold$143$115$371$294
Research and development12989355254
Selling, general, and administrative6959192165
$341$263$918$713
Stock-based compensation expense by type of award
Restricted stock awards$309$239$829$643
ESPP32248970
$341$263$918$713

micron-logo-register-mark-blk-r-rgb.jpg 20

Table of Contents

As of May 28, 2026, $2.13 billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the third quarter of 2030, resulting in a weighted-average period of 1.2 years.

Note 14. Revenue and Customer Contract Liabilities

Revenue by Technology

Quarter EndedNine Months Ended
May 28, 2026May 29, 2025May 28, 2026May 29, 2025
DRAM$31,328$7,071$60,908$19,594
NAND9,9432,15517,6836,251
Other (primarily NOR)18575368218
$41,456$9,301$78,959$26,063

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

We recently executed certain strategic customer agreements, including agreements executed subsequent to May 28, 2026. These agreements are structured as take-or-pay agreements, with binding commitments for specific volumes over the multi-year contract terms and include contractually enforceable volumes. Pricing for most agreements is either fixed, or is subject to minimum and maximum pricing. A minority of the agreements do not have any fixed pricing or price bands, as pricing for those agreements is subject to market conditions.

Our remaining performance obligations disclosure is based on minimum committed volumes and minimum pricing and is not expected to be indicative of future revenue under these contracts. Agreements without fixed pricing or price bands are not included in the remaining performance obligations disclosure. As a practical expedient, we have excluded contracts that have an original term of one year or less from our remaining performance obligations disclosure.

As of May 28, 2026, the transaction price allocated to our remaining performance obligations was approximately $5 billion, of which $422 million has been recognized as contract liabilities. Contract liabilities primarily consisted of customer deposits associated with strategic customer agreements for which revenue has not yet been recognized and are primarily included in other noncurrent liabilities. As of August 28, 2025, our remaining performance obligations were not material. Approximately one-third of the remaining performance obligations as of May 28, 2026 are expected to be recognized as revenue over the next twelve months.

As of May 28, 2026 and August 28, 2025, other current liabilities included $3.32 billion and $1.19 billion, respectively, for estimates of consideration payable to customers, including pricing adjustments and returns.

21 | 2026 Q3 10-Q

Table of Contents

Note 15. Income Taxes

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

Quarter EndedNine Months Ended
May 28, 2026May 29, 2025May 28, 2026May 29, 2025
Income before taxes$33,212$2,113$55,433$6,023
Income tax (provision) benefit(4,978)(235)(8,178)(695)
Effective tax rate15.0%11.1%14.8%11.5%

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.

Other noncurrent liabilities included $5.79 billion and $648 million related to income taxes payable as of May 28, 2026 and August 28, 2025, respectively.

Note 16. Earnings Per Share

Quarter EndedNine Months Ended
May 28, 2026May 29, 2025May 28, 2026May 29, 2025
Net income – Basic and Diluted$28,243$1,885$47,268$5,338
Weighted-average common shares outstanding – Basic1,1281,1181,1261,114
Dilutive effect of equity compensation plans177169
Weighted-average common shares outstanding – Diluted1,1451,1251,1421,123
Earnings per share
Basic$25.03$1.69$41.97$4.79
Diluted24.671.6841.404.75

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 third quarter or first nine months of 2026 and were 7 million shares and 10 million shares for the third quarter and first nine months of 2025, respectively.

micron-logo-register-mark-blk-r-rgb.jpg 22

Table of Contents

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.

23 | 2026 Q3 10-Q

Table of Contents

Quarter Ended May 28, 2026CMBUCDBUMCBUAEBUAll OtherUnallocatedTotal
Revenue$13,769$11,524$11,521$4,634$8$—$41,456
Cost of goods sold2,2781,5371,46397541436,400
Gross margin11,4919,98710,0583,6594(143)35,056
Research and development59239110796—1301,316
Selling, general, and administrative108798170—69407
Other operating (income) expense, net(2)(2)(3)—12115
Operating income$10,793$9,519$9,873$3,493$3$(363)$33,318
Quarter Ended May 29, 2025CMBUCDBUMCBUAEBUAll OtherUnallocatedTotal
Revenue$3,386$1,530$3,255$1,127$3$—$9,301
Cost of goods sold1,4159562,46783731155,793
Gross margin1,971574788290—(115)3,508
Research and development337223201114189965
Selling, general, and administrative614510549(1)59318
Other operating (income) expense, net—(1)—1(2)5856
Operating income$1,573$307$482$126$2$(321)$2,169
Nine Months Ended May 28, 2026CMBUCDBUMCBUAEBUAll OtherUnallocatedTotal
Revenue$26,802$19,590$23,487$9,062$18$—$78,959
Cost of goods sold6,0974,1555,0902,7761337118,502
Gross margin20,70515,43518,3976,2865(371)60,457
Research and development1,6281,040409302—3583,737
Selling, general, and administrative274177263182—1921,088
Other operating (income) expense, net(1)—(1)——4543
Operating income$18,804$14,218$17,726$5,802$5$(966)$55,589
Nine Months Ended May 29, 2025CMBUCDBUMCBUAEBUAll OtherUnallocatedTotal
Revenue$8,981$5,652$8,099$3,319$12$—$26,063
Cost of goods sold4,0253,0726,2602,5791029816,244
Gross margin4,9562,5801,8397402(298)9,819
Research and development85164467133012542,751
Selling, general, and administrative146147290144(1)165891
Other operating (income) expense, net——1115861
Operating income$3,959$1,789$877$265$1$(775)$6,116

micron-logo-register-mark-blk-r-rgb.jpg 24

Table of Contents

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

Quarter EndedNine Months Ended
May 28, 2026May 29, 2025May 28, 2026May 29, 2025
CMBU$780$548$2,291$1,600
CDBU5503611,5341,193
MCBU6788772,0052,361
AEBU3533061,0241,040
All Other2255
Unallocated1—34
$2,364$2,094$6,862$6,203

Revenue from one customer was 10% and 16% (primarily included in the CMBU segment) of total revenue for the first nine months of 2026 and 2025, respectively.

As of May 28, 2026 and August 28, 2025, CMBU, CDBU, MCBU, and AEBU had goodwill of $654 million, $109 million, $284 million, and $103 million, respectively.

25 | 2026 Q3 10-Q

Table of Contents

Previous: Cover and table of contents · Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS