Form 8-K

8-K — MICRON TECHNOLOGY INC

Accession: 0001104659-26-038249

Filed: 2026-04-01

Period: 2026-03-31

CIK: 0000723125

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2610810d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99-1 (tm2610810d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2610810d1_ex99-2.htm)

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8-K — FORM 8-K

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2026-03-31

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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

March 31, 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

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 8.01. Other Events.

On March 31, 2026, Micron Technology, Inc. (the

“Company”) issued a press release announcing the pricing of its cash tender offers for any and all of its outstanding 5.300%

Senior Notes due 2031 (the “2031 Notes”), 5.650% Senior Notes due 2032 (the “2032 Notes”), 5.875% Senior Notes

due 2033 (the “2033A Notes”), 5.875% Senior Notes due 2033 (the “2033B Notes”), 5.800% Senior Notes due 2035 (the

“2035A Notes”), and 6.050% Senior Notes due 2035 (the “2023B Notes”, and, together with the 2031 Notes, the 2032

Notes, the 2033A Notes, the 2033B Notes and the 2035A Notes, the “Notes”), in connection with the Company’s previously

announced cash tender offers commenced on March 25, 2026.

On April 1, 2026, the Company issued a press release

announcing the expiration of its previously announced cash tender offers to purchase any and all of the Notes.

Copies of the press releases are attached hereto

as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release issued on March 31, 2026.

99.2

Press Release issued on April 1, 2026.

104

Cover Page Interactive Data File (embedded with 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: April 1, 2026

By:

/s/ Mark Murphy

Name:

Mark Murphy

Title:

Executive Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99-1

EX-99.1

Filename: tm2610810d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

March 31, 2026

Micron Announces the Pricing of the

Cash Tender Offers for Any and All of Certain Outstanding Senior Notes

BOISE, Idaho, March 31, 2026 (GLOBE NEWSWIRE) -- Micron Technology,

Inc. (Nasdaq:MU), (the "Company" or "Micron") announced today the Reference Yield and Notes Consideration (as summarized

in the table below) to be paid in connection with the previously announced cash tender offers. The offers to purchase with respect to

each series of notes listed in the table below (collectively, the “notes”) are being referred to herein as the “Tender

Offers” and each, a “Tender Offer.”

Title of

Security

CUSIP/ISIN

Numbers

Principal

Amount

Outstanding

Reference

U.S.

Treasury

Security

Bloomberg

Reference

Page

Fixed

Spread (basis points)

Reference

Yield

Par

Call Date

Notes

Consideration Per $1,000 Principal Amount of Notes Validly Tendered

5.300% Senior Notes due 2031

595112CD3 /

US595112CD31

$ 1,000,000,000

0.875% UST due November 15, 2030

FIT 6

3.944%

November 15, 2030

1,048.11

5.650% Senior Notes due 2032

595112CG6 /

US595112CG61

$ 500,000,000

3.500% UST due February 28, 2031

FIT 1

3.939%

September 1, 2032

1,061.22

5.875% Senior Notes due 2033

595112BZ5 /

US595112BZ51

$ 750,000,000

4.125% UST due February 15, 2036

FIT 1

4.319%

November 9, 2032

1,070.75

5.875% Senior Notes due 2033

595112CB7 /

US595112CB74

$ 900,000,000

4.125% UST due February 15, 2036

FIT 1

4.319%

June 15, 2033

1,069.91

5.800% Senior Notes due 2035

595112CE1 /

US595112CE14

$ 1,000,000,000

4.125% UST due February 15, 2036

FIT 1

4.319%

October 15, 2034

1,064.35

6.050% Senior Notes due 2035

595112CH4 /

US595112CH45

$ 1,250,000,000

4.125% UST due February 15, 2036

FIT 1

4.319%

August 1, 2035

1,079.93

The Tender Offers are being made pursuant to an offer to purchase dated as of March 25, 2026, and notice of guaranteed delivery. The Tender

Offers will expire at 5:00 p.m., New York City time, on March 31, 2026, unless extended or earlier terminated as described in the offer

to purchase (such time and date, as they may be extended, the “Expiration Time”).

The Notes Consideration for each $1,000 principal amount of each series

of the notes was determined in the manner described in the offer to purchase by reference to the fixed spread set forth in the table above

plus the yield to maturity of the applicable Reference U.S. Treasury Security set forth in the table above on the bid-side price of such

Reference U.S. Treasury Security as of 2:00 p.m., New York City time, on March 31, 2026.

Holders of the notes who validly tender (and do not validly withdraw)

their notes prior to the Expiration Time, or who deliver to the tender agent and information agent a properly completed and duly executed

notice of guaranteed delivery in accordance with the instructions described in the offer to purchase, will be eligible to receive the

Notes Consideration, plus any accrued and unpaid interest up to, but not including, the settlement date, which is expected to occur on

April 3, 2026. Tendered notes may be withdrawn at any time at or prior to the Expiration Time. Micron reserves the right to terminate,

withdraw or amend the Tender Offers at any time, subject to applicable law. The Tender Offers are subject to the satisfaction or waiver

of certain conditions but are not conditioned on any minimum amount of any series of the notes being tendered.

The Tender Offers are being made pursuant to the terms and conditions

contained in the offer to purchase and notice of guaranteed delivery, copies of which may be obtained from D.F. King & Co., Inc.,

the information agent for the Tender Offers, by telephone at (212) 229-2634 (banks and brokers only), (800) 848-3409 (toll free), by

email at MU@dfking.com or at the following web address: www.dfking.com/MU.

Persons with questions regarding the Tender Offers should contact the

lead dealer managers: BofA Securities at (888) 292-0070, Morgan Stanley & Co. LLC at (800) 624-1808 (toll free), and Wells Fargo Securities,

LLC at (866) 309-6316 (toll free).

None of Micron or its board of directors, the dealer managers, the

tender offer agent, the information agent or the trustee for the notes, or any of their respective affiliates, is making any recommendation

as to whether holders should tender or refrain from tendering any notes in response to Tender Offers. Holders must make their own decision

as to whether to tender any of their notes and, if so, the principal amount of notes to tender.

This press release is not an offer to purchase or a solicitation of

an offer to sell any securities and does not constitute a redemption notice for any securities. The Tender Offers are being made solely

by means of the offer to purchase.

About Micron

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

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.

Forward-looking Statements

This press release contains “forward-looking statements”

within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ

materially, including the risks related to the acceptance of any tendered notes, Micron’s expectations regarding purchasing notes

subject to guaranteed delivery procedures, the Expiration Time and settlement of the Tender Offers, the satisfaction of conditions to

the Tender Offers, whether the Tender Offers will be consummated in accordance with the terms set forth in the offer to purchase or at

all and the timing of any of the foregoing as well as other risks and uncertainties identified in our most recent Form 10-K and Form 10-Qs

filed with the Securities and Exchange Commission. You can identify forward-looking statements by the use of forward-looking terminology

such as “believes,” “expects,” “may,” “can,” “will,” “should,”

“seeks,” “intends,” “plans,” “projects,” “pro forma,” “estimates,”

“forecasts,” “targets,” “anticipates,” or the negative of these words and phrases, other variations

of these words and phrases or comparable terminology. The forward-looking statements speak only as of the date of this press release and

undue reliance should not be placed on these statements. Micron disclaims any obligation to update any forward-looking statements as a

result of new information, future events or otherwise.

Contacts:

Satya Kumar

Investor Relations

satyakumar@micron.com

(408) 450-6199

Mark Plungy

Media Relations

mplungy@micron.com

(408) 203-2910

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2610810d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

April 1, 2026

Micron

Announces the Expiration of the Cash Tender Offers for Any and All of Certain Outstanding

Senior Notes

BOISE,

Idaho, April 1, 2026 (GLOBE NEWSWIRE) -- Micron Technology, Inc. (Nasdaq:MU), (the "Company"

or "Micron") announced today that the previously announced cash tender offers (each, a “Tender Offer” and, collectively,

the “Tender Offers”) to purchase any and all of Micron’s senior notes listed in the table below (collectively, the

“notes”) expired at 5:00 p.m., New York City time, on March 31, 2026 (the “Expiration Time”). As of the Expiration

Time, the aggregate principal amount of each series of notes set forth in the table below has been validly tendered in the Tender Offers.

Micron expects to accept for payment all notes validly tendered and not withdrawn and expects to make payment for such notes on April

3, 2026.

Title of Security

CUSIP/ISIN

Numbers

Principal Amount

Outstanding

Prior to the Tender Offers

Aggregate Principal Amount

Tendered as of the

Expiration Time

Aggregate Principal Amount

Subject to Guaranteed Delivery

Procedures

5.300% Senior Notes due 2031

595112CD3 /

US595112CD31

$ 1,000,000,000

$ 737,097,000

$ 47,229,000

5.650% Senior Notes due 2032

595112CG6 /

US595112CG61

$ 500,000,000

$ 427,022,000

$ 8,307,000

5.875% Senior Notes due 2033

595112BZ5 /

US595112BZ51

$ 750,000,000

$ 574,035,000

$ 6,577,000

5.875% Senior Notes due 2033

595112CB7 /

US595112CB74

$ 900,000,000

$ 684,841,000

$ 45,516,000

5.800% Senior Notes due 2035

595112CE1 /

US595112CE14

$ 1,000,000,000

$ 862,833,000

$ 17,724,000

6.050% Senior Notes due 2035

595112CH4 /

US595112CH45

$ 1,250,000,000

$ 1,029,483,000

$ 14,732,000

BofA

Securities, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC acted as lead dealer managers. Persons with questions regarding

the Tender Offers should contact BofA Securities at (888) 292-0070, Morgan Stanley & Co. LLC

at (800) 624-1808 (toll free), and Wells Fargo Securities, LLC at (866) 309-6316 (toll free), or the information agent and tender agent,

D.F. King & Co., Inc., by telephone at (212) 229-2634 (banks and brokers only), (800) 848-3409 (toll free), or by email at MU@dfking.com

or at the following web address: www.dfking.com/MU.

This press release is not an offer

to purchase or a solicitation of an offer to sell any securities and does not constitute a redemption notice for any securities.

About Micron

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 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.

Forward-looking Statements

This press release contains “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange

Act of 1934, as amended. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual

results to differ materially, including the risks related to the acceptance of any tendered notes, Micron’s expectations regarding

purchasing notes subject to guaranteed delivery procedures, the Expiration Time and settlement of the Tender Offers, the satisfaction

of conditions to the Tender Offers, whether the Tender Offers will be consummated in accordance with the terms set forth in the offer

to purchase or at all and the timing of any of the foregoing as well as other risks and uncertainties identified in our most recent Form

10-K and Form 10-Qs filed with the Securities and Exchange Commission. You can identify forward-looking statements by the use of forward-looking

terminology such as “believes,” “expects,” “may,” “can,” “will,” “should,”

“seeks,” “intends,” “plans,” “projects,” “pro forma,” “estimates,”

“forecasts,” “targets,” “anticipates,” or the negative of these words and phrases, other variations

of these words and phrases or comparable terminology. The forward-looking statements speak only as of the date of this press release

and undue reliance should not be placed on these statements. Micron disclaims any obligation to update any forward-looking statements

as a result of new information, future events or otherwise.

Contacts:

Satya Kumar

Investor

Relations

satyakumar@micron.com

(408) 450-6199

Mark Plungy

Media Relations

mplungy@micron.com

(408) 203-2910

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