Micron Technology Enters Material Definitive Agreement

TL;DR

Micron signed a big deal, expect financial moves.

AI Summary

On January 13, 2025, Micron Technology, Inc. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The company is based in Boise, Idaho, and its principal executive offices are located at 8000 South Federal Way.

Why It Matters

This filing signals a significant new contractual commitment or financial arrangement for Micron Technology, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet its obligations.

Key Players & Entities

• Micron Technology, Inc. (company) — Registrant
• January 13, 2025 (date) — Date of earliest event reported
• 8000 South Federal Way Boise, Idaho 83716-9632 (location) — Principal executive offices address
• 2083684000 (phone_number) — Business phone number

FAQ

Key Financial Figures

• $0.10 — h registered Common Stock, par value $0.10 per share MU Nasdaq Global Select M
• $1,000,000,000 — "us," or "our") settled its offering of $1,000,000,000 aggregate principal amount of 5.80% sen
• $500,000,000 — governs the 2026 Notes. We will redeem $500,000,000 in aggregate principal amount at a pric

Filing Documents

• tm2425615d5_8k.htm (8-K) — 42KB
• tm2425615d5_ex4-2.htm (EX-4.2) — 222KB
• tm2425615d5_ex5-1.htm (EX-5.1) — 16KB
• tm2425615d5_8kimg01.jpg (GRAPHIC) — 8KB
• tm2425615d5_ex5-1img02.jpg (GRAPHIC) — 4KB
• tm2425615d5_ex5-1img03.jpg (GRAPHIC) — 2KB
• 0001104659-25-004100.txt ( ) — 531KB
• mu-20250113.xsd (EX-101.SCH) — 3KB
• mu-20250113_lab.xml (EX-101.LAB) — 33KB
• mu-20250113_pre.xml (EX-101.PRE) — 22KB
• tm2425615d5_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 16, 2025, Micron Technology, Inc. ("Micron," "we," "us," or "our") settled its offering of $1,000,000,000 aggregate principal amount of 5.80% senior notes due 2035 (the "Notes"). The Notes were issued and sold in a public offering pursuant to a registration statement on Form S-3 (File No. 333-275276), including the prospectus contained therein (the "Base Prospectus"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a preliminary prospectus supplement dated January 13, 2025, a related final prospectus supplement dated January 13, 2025 (together with the Base Prospectus, the "Prospectus"), and a free writing prospectus dated January 13, 2025. The Notes were issued pursuant to an indenture, dated as of February 6, 2019 (the "Base Indenture"), between Micron and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as supplemented by a ninth supplemental indenture, dated as of January 16, 2025 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). The Indenture contains certain covenants, events of default and other customary provisions. The Notes bear interest at a rate of 5.80% per year and will mature on January 15, 2035. Interest on the Notes is payable on January 15 and July 15 of each year, beginning on July 15, 2025. Prior to the Par Call Date (as defined below), we may redeem the Notes at our option, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of (i)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current treasury rate plus 20 basis points, less (b) interest accrue

01. Other Events

Item 8.01. Other Events. Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to Micron, has issued an opinion to Micron dated January 16, 2025 regarding the legality of the Notes. A copy of the opinion is filed as Exhibit 5.1 hereto. On January 13, 2025, we issued a notice to redeem in full our outstanding 4.975% Senior Notes due 2026 (the "2026 Notes"). The redemption of the 2026 Notes will be effected pursuant to the terms of the First Supplemental Indenture, dated as of February 6, 2019 (the "2026 Indenture"), that governs the 2026 Notes. We will redeem $500,000,000 in aggregate principal amount at a price equal to 100% of the principal amount thereof, plus a make-whole premium determined pursuant to the terms of the 2026 Indenture, plus any accrued and unpaid interest to, but excluding, such redemption date.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated February 6, 2019, by and between Micron Technology, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee, filed as Exhibit 4.1 to Micron's Form 8-K filed on February 6, 2019 4.2 Ninth Supplemental Indenture, dated as of January 16, 2025, by and between Micron Technology, Inc. and U.S. Bank Trust Company, National Association, as Trustee 4.3 Form of Note for Micron Technology, Inc.'s 5.80% Senior Notes due 2035 (incorporated by reference from Exhibit 4.2 hereto) 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation 23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1) 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. Date: January 16, 2025 MICRON TECHNOLOGY, INC. By: /s/ Mark Murphy Name: Mark Murphy Title: Executive Vice President and Chief Financial Officer