What the Filing Says

Micron Technology, Inc. (Nasdaq: MU) filed an 8-K on April 1, 2026, attaching a press release (Exhibit 99.1) dated March 31, 2026. The filing discloses the final pricing — specifically, the Reference Yields and Notes Consideration — for a series of previously announced cash tender offers covering six series of outstanding senior notes. The aggregate principal amount outstanding across all six series totals approximately $5.4 billion. No financial results or operational guidance are contained in this filing.

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Background: What a Tender Offer for Senior Notes Involves

A cash tender offer for senior notes is a mechanism by which a company invites existing bondholders to sell their notes back to the issuer at a specified price before the notes' scheduled maturity. The consideration paid is typically set at a premium to face value, determined by reference to a benchmark U.S. Treasury security plus a fixed spread. Companies use tender offers for a variety of liability-management purposes, such as refinancing at different maturities or interest rates, reducing gross debt, or altering the composition of their debt structure. The filing does not specify which of these motivations applies here, nor does it disclose the source of funds for the repurchases.

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Pricing Terms Disclosed in the Filing

The Notes Consideration for each $1,000 principal amount was determined as of 2:00 p.m. New York City time on March 31, 2026, by reference to the bid-side yield of the applicable U.S. Treasury benchmark security plus the fixed spread disclosed for each series. The table below reproduces the key terms as stated in the filing:

| Series | Principal Outstanding | Reference UST | Fixed Spread (bps) | Reference Yield | Par Call Date | Notes Consideration (per $1,000) | |---|---|---|---|---|---|---| | 5.300% Senior Notes due 2031 | $1,000,000,000 | 0.875% UST due Nov 15, 2030 | 20 | 3.944% | Nov 15, 2030 | $1,048.11 | | 5.650% Senior Notes due 2032 | $500,000,000 | 3.500% UST due Feb 28, 2031 | 60 | 3.939% | Sep 1, 2032 | $1,061.22 | | 5.875% Senior Notes due 2033 (CUSIP 595112BZ5) | $750,000,000 | 4.125% UST due Feb 15, 2036 | 30 | 4.319% | Nov 9, 2032 | $1,070.75 | | 5.875% Senior Notes due 2033 (CUSIP 595112CB7) | $900,000,000 | 4.125% UST due Feb 15, 2036 | 40 | 4.319% | Jun 15, 2033 | $1,069.91 | | 5.800% Senior Notes due 2035 | $1,000,000,000 | 4.125% UST due Feb 15, 2036 | 55 | 4.319% | Oct 15, 2034 | $1,064.35 | | 6.050% Senior Notes due 2035 | $1,250,000,000 | 4.125% UST due Feb 15, 2036 | 65 | 4.319% | Aug 1, 2035 | $1,079.93 |

*Source: Micron Technology 8-K Exhibit 99.1, filed April 1, 2026.*

All six series carry coupon rates between 5.300% and 6.050%. The consideration prices range from $1,048.11 to $1,079.93 per $1,000 of face value, reflecting premiums above par in each case. Holders who validly tendered notes were also eligible to receive accrued and unpaid interest up to, but not including, the settlement date.

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Key Mechanics and Timeline

  • Offer to Purchase dated: March 25, 2026
  • Expiration Time: 5:00 p.m. New York City time, March 31, 2026 (subject to extension or earlier termination)
  • Pricing Time: 2:00 p.m. New York City time, March 31, 2026
  • Expected Settlement Date: April 3, 2026
  • Withdrawal rights: Tendered notes could be withdrawn at any time at or prior to the Expiration Time
  • Minimum tender condition: None — the Tender Offers were not conditioned on any minimum principal amount being tendered for any series
  • Other conditions: Subject to satisfaction or waiver of certain conditions as described in the offer to purchase

Micron reserved the right to terminate, withdraw, or amend the Tender Offers at any time, subject to applicable law.

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No Recommendation Made

The filing explicitly states that neither Micron, its board of directors, the dealer managers (BofA Securities, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC), the tender offer agent, the information agent, the trustee, nor any of their affiliates made any recommendation as to whether noteholders should tender or refrain from tendering. The filing notes that holders were required to make their own decisions.

Silicon Signal likewise makes no recommendation regarding any tendered or outstanding notes or Micron's equity securities.

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Risks Disclosed in the Filing

The filing's forward-looking statements section identifies several categories of risk relevant to the Tender Offers, including:

  • Uncertainty regarding the acceptance of tendered notes and the completion of guaranteed delivery procedures
  • The possibility that the Tender Offers may not be consummated in accordance with stated terms, or at all
  • Uncertainty around the Expiration Time and settlement timing
  • Whether conditions to the Tender Offers will be satisfied or waived
  • Additional risks identified in Micron's most recent Form 10-K and Form 10-Q filings with the SEC

Micron disclaimed any obligation to update forward-looking statements as a result of new information, future events, or otherwise.

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Context: Scope of This Filing

This 8-K is a transaction-specific liability-management disclosure. It does not contain earnings results, segment performance data, revenue or margin guidance, or commentary on market conditions for DRAM, NAND, or NOR memory products. Readers seeking Micron's operational and financial disclosures should refer to the company's most recent Form 10-K and Form 10-Q filings with the SEC.

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*This article is general, impersonal commentary prepared for informational and educational purposes only. It is based solely on the public filing described above. Nothing in this article constitutes investment advice, a securities recommendation, or a solicitation to buy or sell any security.*