Form 8-K

8-K — MICRON TECHNOLOGY INC

Accession: 0000723125-26-000013

Filed: 2026-06-24

Period: 2026-06-24

CIK: 0000723125

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — mu-20260624.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

June 24, 2026

Date of Report (date of earliest event reported)

MICRON TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware 1-10658 75-1618004

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

8000 South Federal Way

Boise, Idaho 83716-9632

(Address of principal executive offices and Zip Code)

(208) 368-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol Name of each exchange on which registered

Common Stock, par value $0.10 per share MU Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging 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. ☐

Item 2.02. Results of Operations and Financial Condition.

On June 24, 2026, Micron Technology, Inc. (the "Company", "we" or "our") announced the financial results for our third quarter of fiscal 2026 ended May 28, 2026. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press Release issued on June 24, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

MICRON TECHNOLOGY, INC.

Date: June 24, 2026 By: /s/ Mark Murphy

Name: Mark Murphy

Title: Executive Vice President and Chief Financial Officer

EX-99.1 — EX-99.1 - PRESS RELEASE

EX-99.1

Filename: a2026q3ex991-pressrelease.htm · Sequence: 2

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Satya Kumar

Mark Plungy

Investor Relations Media Relations

satyakumar@micron.com

mplungy@micron.com

(408) 450-6199

(408) 203-2910

MICRON TECHNOLOGY, INC. REPORTS RECORD RESULTS FOR THE

THIRD QUARTER OF FISCAL 2026

Micron executes transformational Strategic Customer Agreements

BOISE, Idaho, June 24, 2026 – Micron Technology, Inc. (Nasdaq: MU) today announced results for its third quarter of fiscal 2026, which ended May 28, 2026.

Fiscal Q3 2026 highlights

•Revenue of $41.46 billion versus $23.86 billion for the prior quarter and $9.30 billion for the same period last year

•GAAP net income of $28.24 billion, or $24.67 per diluted share

•Non-GAAP net income of $28.86 billion, or $25.11 per diluted share

•Operating cash flow of $25.39 billion versus $11.90 billion for the prior quarter and $4.61 billion for the same period last year

“Micron’s record fiscal Q3 financial results and even stronger outlook for Q4 reflect the strategic value of memory in the AI era,” said Sanjay Mehrotra, Chairman, President and CEO of Micron Technology. “Micron is investing at record levels in technology, products and supply to address our customers’ rapidly growing demand. We believe our multi-year Strategic Customer Agreements will significantly enhance the durability and predictability of Micron’s strong financial performance.”

Quarterly Financial Results

(in millions, except per share amounts)

GAAP(1)

Non-GAAP(2)

FQ3-26 FQ2-26 FQ3-25 FQ3-26 FQ2-26 FQ3-25

Revenue $ 41,456 $ 23,860 $ 9,301 $ 41,456 $ 23,860 $ 9,301

Gross margin 35,056 17,755 3,508 35,199 17,876 3,623

Percent of revenue 84.6 % 74.4 % 37.7 % 84.9 % 74.9 % 39.0 %

Operating expenses 1,738 1,620 1,339 1,518 1,421 1,133

Operating income 33,318 16,135 2,169 33,681 16,455 2,490

Percent of revenue 80.4 % 67.6 % 23.3 % 81.2 % 69.0 % 26.8 %

Net income 28,243 13,785 1,885 28,857 14,021 2,181

Diluted earnings per share (EPS) 24.67 12.07 1.68 25.11 12.20 1.91

For the third quarter of 2026, investments in capital expenditures, net(2) were $7.1 billion and adjusted free cash flow(2) was $18.3 billion. Micron ended the quarter with cash, marketable investments, and restricted cash of $30.2 billion. On June 24, 2026, Micron’s 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.

Quarterly Business Unit Financial Results

FQ3-26 FQ2-26 FQ3-25

Cloud Memory Business Unit

Revenue $ 13,769 $ 7,749 $ 3,386

Gross margin

83 % 74 % 58 %

Operating margin

78 % 66 % 46 %

Core Data Center Business Unit

Revenue

$ 11,524 $ 5,687 $ 1,530

Gross margin

87 % 74 % 38 %

Operating margin

83 % 67 % 20 %

Mobile and Client Business Unit

Revenue

$ 11,521 $ 7,711 $ 3,255

Gross margin

87 % 79 % 24 %

Operating margin

86 % 76 % 15 %

Automotive and Embedded Business Unit

Revenue

$ 4,634 $ 2,708 $ 1,127

Gross margin

79 % 68 % 26 %

Operating margin

75 % 62 % 11 %

Business Outlook

The following table presents Micron’s guidance for the fourth quarter of 2026:

FQ4-26

GAAP(1) Outlook

Non-GAAP(2) Outlook

Revenue

$50.0 billion ± $1.0 billion $50.0 billion ± $1.0 billion

Gross margin

Approximately 86% Approximately 86%

Operating expenses

Approximately $1.86 billion Approximately $1.65 billion

Diluted earnings per share

$30.73 ± $1.00 $31.00 ± $1.00

Further information regarding Micron’s business outlook is included in the prepared remarks and slides, which have been posted at investors.micron.com.

Product highlights

•HBM4, built on 1-beta DRAM technology, is in high-volume shipments for our lead customer's platform, and qualification samples have been shipped to multiple end-customers.

•Development of HBM4E, built on 1-gamma DRAM technology, is well underway, with volume production expected in calendar 2027.

•Qualification samples of 256GB DDR5 RDIMMs, built on 1-gamma DRAM technology and advanced 3D die stacking, has shipped to key server ecosystem enablers.

•Our LP5X SOCAMM2 products are in high-volume production, and we have expanded our LP5X SOCAMM2 offerings across multiple capacity points.

•G9-based PCIe Gen6 high-performance SSD is now in high-volume production.

•We commenced shipments of our high-capacity 245TB QLC SSD.

•Gen5 QLC PC Client SSD with G9 NAND has achieved successful lead customer qualification.

•1-gamma 16Gb LPDDR5X has begun high-volume ramp at a leading smartphone OEM, and we are currently sampling our 1-gamma 24Gb LP5X product to multiple smartphone customers.

•1-gamma LPDDR5 reached automotive product readiness, with samples delivered to key customers, and we shipped our first 1-gamma DDR5 samples to a robotaxi customer.

•G9-based UFS 4.1 automotive NAND solution began first volume shipments.

Investor Webcast

Micron will host a conference call on Wednesday, June 24, 2026 at 2:30 p.m. Mountain Time to discuss its third quarter financial results and provide forward-looking guidance for its fourth quarter. A live webcast of the call will be available online at investors.micron.com. A webcast replay will be available for one year after the call.

We encourage you to visit our website at micron.com throughout the quarter for the most current information on the company, including information on financial conferences that we may be attending. You can also follow us on LinkedIn, X (@MicronTech) and YouTube (@MicronTechnology).

About Micron Technology, Inc.

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. To learn more about Micron Technology, Inc. (Nasdaq: MU), visit micron.com.

© 2026 Micron Technology, Inc. All rights reserved. Micron, the Micron logo, and all other Micron trademarks are the property of Micron Technology, Inc. All other trademarks are the property of their respective owners.

Forward-Looking Statements

This press release contains forward-looking statements regarding our industry, our strategic position, our customers, including customer demand, our products and technology, including expectations on production, and our financial and operating performance, including our guidance for the fourth quarter of 2026, as well as our investments in manufacturing and goals for such investments. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially. Please refer to the documents we file with the Securities and Exchange Commission, including our most recent Form 10-K and Form 10-Q. These documents contain and identify important factors that could cause our actual results to differ materially from those contained in these forward-looking statements. These certain factors can be found at investors.micron.com/risk-factor. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of the forward-looking statements to conform these statements to actual results.

(1)GAAP represents U.S. Generally Accepted Accounting Principles.

(2)Non-GAAP represents GAAP excluding the impact of certain activities, which management excludes in analyzing our operating results and understanding trends in our earnings; adjusted free cash flow; investments in capital expenditures, net; and business outlook. Further information regarding Micron’s use of non-GAAP measures and reconciliations between GAAP and non-GAAP measures are included within this press release.

MICRON TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)

(Unaudited)

3rd Qtr.

2nd Qtr.

3rd Qtr.

Nine Months Ended

May 28,

2026 February 26,

2026 May 29,

2025 May 28,

2026 May 29,

2025

Revenue $ 41,456 $ 23,860 $ 9,301 $ 78,959 $ 26,063

Cost of goods sold 6,400 6,105 5,793 18,502 16,244

Gross margin 35,056 17,755 3,508 60,457 9,819

Research and development 1,316 1,250 965 3,737 2,751

Selling, general, and administrative 407 344 318 1,088 891

Other operating (income) expense, net 15 26 56 43 61

Operating income 33,318 16,135 2,169 55,589 6,116

Interest income 215 155 135 509 350

Interest expense — (32) (123) (106) (353)

Other non-operating income (expense), net (321) (98) (68) (559) (90)

33,212 16,160 2,113 55,433 6,023

Income tax (provision) benefit (4,978) (2,371) (235) (8,178) (695)

Equity in net income (loss) of equity method investees 9 (4) 7 13 10

Net income $ 28,243 $ 13,785 $ 1,885 $ 47,268 $ 5,338

Earnings per share

Basic $ 25.03 $ 12.25 $ 1.69 $ 41.97 $ 4.79

Diluted 24.67 12.07 1.68 41.40 4.75

Number of shares used in per share calculations

Basic 1,128 1,126 1,118 1,126 1,114

Diluted 1,145 1,142 1,125 1,142 1,123

MICRON TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

As of May 28,

2026 February 26,

2026 August 28,

2025

Assets

Cash and equivalents $ 24,995 $ 13,908 $ 9,642

Short-term investments 1,027 681 665

Receivables 31,025 17,314 9,265

Inventories 8,567 8,267 8,355

Other current assets 1,123 1,243 914

Total current assets 66,737 41,413 28,841

Long-term marketable investments 4,106 2,038 1,629

Property, plant, and equipment 56,426 51,408 46,590

Operating lease right-of-use assets 683 684 736

Intangible assets 473 468 453

Deferred tax assets 700 680 616

Goodwill 1,150 1,150 1,150

Other noncurrent assets 3,837 3,668 2,783

Total assets $ 134,112 $ 101,509 $ 82,798

Liabilities and equity

Accounts payable and accrued expenses $ 15,521 $ 10,997 $ 9,649

Current debt 582 585 560

Other current liabilities 3,385 2,714 1,245

Total current liabilities 19,488 14,296 11,454

Long-term debt 5,140 9,557 14,017

Noncurrent operating lease liabilities 654 656 701

Noncurrent unearned government incentives 1,020 1,002 1,018

Other noncurrent liabilities 7,086 3,539 1,443

Total liabilities 33,388 29,050 28,633

Commitments and contingencies

Shareholders’ equity

Common stock 128 127 127

Additional capital 14,442 14,092 13,339

Retained earnings 94,682 66,824 48,583

Treasury stock (8,502) (8,502) (7,852)

Accumulated other comprehensive income (loss) (26) (82) (32)

Total equity 100,724 72,459 54,165

Total liabilities and equity $ 134,112 $ 101,509 $ 82,798

MICRON TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Nine Months Ended May 28,

2026 May 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 assets 6,862 6,203

Stock-based compensation

954 722

Change in operating assets and liabilities:

Receivables (19,953) (123)

Inventories (212) 148

Accounts payable and accrued expenses 3,329 38

Other current liabilities

2,139 (681)

Other noncurrent liabilities 5,203 259

Other 112 (109)

Net cash provided by operating activities 45,702 11,795

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 incentives 2,989 1,294

Proceeds from maturities and sales of available-for-sale securities

1,233 1,249

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

Other 583 70

Net cash used for financing activities

(10,646) 214

Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash

8 (3)

Net increase in cash, cash equivalents, and restricted cash

15,376 3,117

Cash, cash equivalents, and restricted cash at beginning of period 9,646 7,052

Cash, cash equivalents, and restricted cash at end of period $ 25,022 $ 10,169

MICRON TECHNOLOGY, INC.

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

(In millions, except per share amounts)

3rd Qtr. 2nd Qtr. 3rd Qtr.

May 28,

2026 February 26,

2026 May 29,

2025

GAAP gross margin $ 35,056 $ 17,755 $ 3,508

Stock-based compensation 143 121 115

Non-GAAP gross margin $ 35,199 $ 17,876 $ 3,623

GAAP operating expenses $ 1,738 $ 1,620 $ 1,339

Stock-based compensation (198) (176) (148)

Other (22) (23) (58)

Non-GAAP operating expenses $ 1,518 $ 1,421 $ 1,133

GAAP operating income $ 33,318 $ 16,135 $ 2,169

Stock-based compensation 341 297 263

Other 22 23 58

Non-GAAP operating income $ 33,681 $ 16,455 $ 2,490

GAAP net income

$ 28,243 $ 13,785 $ 1,885

Stock-based compensation 341 297 263

Loss on debt prepayments 325 47 46

Other 23 25 58

Estimated tax effects of above and other tax adjustments

(75) (133) (71)

Non-GAAP net income $ 28,857 $ 14,021 $ 2,181

GAAP weighted-average common shares outstanding - Diluted

1,145 1,142 1,125

Adjustment for stock-based compensation

4 7 19

Non-GAAP weighted-average common shares outstanding - Diluted

1,149 1,149 1,144

GAAP diluted earnings per share

$ 24.67 $ 12.07 $ 1.68

Effects of the above adjustments

0.44 0.13 0.23

Non-GAAP diluted earnings per share

$ 25.11 $ 12.20 $ 1.91

RECONCILIATION OF GAAP TO NON-GAAP MEASURES, Continued

3rd Qtr. 2nd Qtr. 3rd Qtr.

May 28,

2026 February 26,

2026 May 29,

2025

GAAP net cash provided by operating activities

$ 25,388 $ 11,903 $ 4,609

Expenditures for property, plant, and equipment

(7,826) (6,387) (2,938)

Proceeds from sales of property, plant, and equipment 9 5 12

Proceeds from government incentives

733 1,378 266

Investments in capital expenditures, net (7,084) (5,004) (2,660)

Adjusted free cash flow

$ 18,304 $ 6,899 $ 1,949

The tables above reconcile GAAP to non-GAAP measures of gross margin, operating expenses, operating income, net income, diluted shares, diluted earnings per share, and adjusted free cash flow. The non-GAAP adjustments above may or may not be infrequent or nonrecurring in nature, but are a result of periodic or non-core operating activities. We believe this non-GAAP information is helpful in understanding trends and in analyzing our operating results and earnings. We are providing this information to investors to assist in performing analysis of our operating results. When evaluating performance and making decisions on how to allocate our resources, management uses this non-GAAP information and believes investors should have access to similar data when making their investment decisions. We believe these non-GAAP financial measures increase transparency by providing investors with useful supplemental information about the financial performance of our business, enabling enhanced comparison of our operating results between periods and with peer companies. The presentation of these adjusted amounts varies from amounts presented in accordance with U.S. GAAP and therefore may not be comparable to amounts reported by other companies. Our management excludes the following items as applicable in analyzing our operating results and understanding trends in our earnings:

•Stock-based compensation;

•Gains and losses from settlements;

•Gains and losses from debt prepayments;

•Restructure and asset impairments; and

•The estimated tax effects of above, non-cash changes in net deferred income taxes, assessments of tax exposures, certain tax matters related to prior fiscal periods, and significant changes in tax law. The divergence between our GAAP and non-GAAP income tax (provision) benefit relates to the difference in our GAAP and non-GAAP estimated annual effective tax rates, which are computed separately.

Non-GAAP diluted shares are adjusted for the impact of additional shares resulting from the exclusion of stock-based compensation from non-GAAP income.

MICRON TECHNOLOGY, INC.

RECONCILIATION OF GAAP TO NON-GAAP OUTLOOK

FQ4-26

GAAP Outlook Adjustments Non-GAAP Outlook

Revenue

$50.0 billion ± $1.0 billion — $50.0 billion ± $1.0 billion

Gross margin

Approximately 86% — % A Approximately 86%

Operating expenses

Approximately $1.86 billion $205 million B Approximately $1.65 billion

Diluted earnings per share(1)

$30.73 ± $1.00 $0.27 A, B, C $31.00 ± $1.00

Non-GAAP Adjustments

(in millions)

Stock-based compensation – cost of goods sold

$ 159

Stock-based compensation – research and development

138

Stock-based compensation – sales, general, and administrative

Tax effects of the above items and other tax adjustments (55)

$ 309

(1)GAAP earnings per share and non-GAAP earnings per share based on approximately 1.15 billion diluted shares.

The tables above reconcile our GAAP to non-GAAP guidance based on the current outlook. The guidance does not incorporate the impact of any potential business combinations, divestitures, additional restructuring activities, balance sheet valuation adjustments, strategic investments, financing transactions, and other significant transactions. The timing and impact of such items are dependent on future events that may be uncertain or outside of our control.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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