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

~~December 17~~January 15, ~~2025~~ 2026

Date of Report (date of earliest event reported)

~~MICRON TECHNOLOGY~~Micron Technology, ~~INC~~Inc. ~~(Exact name of registrant as specified in its charter)~~

(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~~Boise, Idaho ~~including area code)~~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 ☐¨

~~Item~~If ~~2.02.~~an ~~Results~~emerging growth ofcompany, ~~Operations~~indicate ~~and~~by ~~Financial~~check ~~Condition~~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. ¨

OnItem ~~December 17, 2025, Micron Technology, Inc~~5. ~~(the "Company", "we" or "our") announced the financial results for our first quarter of fiscal 2026 ended November 27, 2025~~03. ~~The~~Amendments ~~full~~to ~~text~~Articles of ~~the~~Incorporation ~~press~~or ~~release~~Bylaws; ~~issued~~Change in ~~connection~~Fiscal ~~with the announcement is attached as Exhibit 99~~Year.~~1 to this Current Report on Form 8-K.~~

~~The~~Micron ~~information in Item 2~~Technology, Inc.~~02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed "filed" for~~ (the ~~purposes~~“Company”) ofheld ~~Section~~its 18Fiscal of2025 ~~the~~Annual ~~Securities~~Meeting ~~Exchange Act~~ of ~~1934,~~Stockholders ~~as amended~~ (the ~~"Exchange~~“Annual ~~Act"~~Meeting”), oron ~~otherwise~~January 15, 2026. ~~subject~~At to the ~~liabilities~~Annual ofMeeting, ~~that~~as ~~section.~~further ~~The~~described ~~information~~ in Item 25.0207 ~~and~~below, ~~Exhibit~~Company ~~99.1~~stockholders ofapproved ~~this~~an ~~Current~~amendment ~~Report~~to onthe ~~Form~~Company’s Restated ~~8-K~~Certificate ~~shall~~of ~~not~~Incorporation be(the ~~incorporated~~“Company byCharter”) ~~reference~~to ~~into~~provide ~~any~~for ~~filing~~the orelimination ~~other~~of ~~document~~certain ~~pursuant~~officers’ topersonal liability ~~the~~for ~~Securities~~monetary ~~Act~~damages ofstemming ~~1933,~~from asbreaches ~~amended,~~of or the ~~Exchange~~duty ~~Act,~~of ~~except~~care as ~~shall~~permitted beby ~~expressly~~Section 102(b)(7) of ~~set~~the ~~forth~~General byCorporation Law ~~specific~~of ~~reference~~the inState ~~such~~of ~~filing~~Delaware or(the ~~document~~“Exculpation Amendment”).

~~Item~~A 9Certificate of Amendment to the Company Charter (the “Certificate of Amendment”) effecting the Exculpation Amendment was filed with the Secretary of State of the State of Delaware and became effective on January 21, 2026.01 A copy of the Certificate of Amendment is filed as Exhibit 3.1 to ~~Financial~~this ~~Statements~~Current Report on Form 8-K and ~~Exhibits.~~incorporated ~~(d)~~by ~~Exhibits~~reference in this Item 5.03.

Exhibit No.						Description
99.1						Press Release issued on December 17, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 5.07. Submission of Matters to a Vote of Security Holders.

~~SIGNATURE~~At the Annual Meeting held on January 15, 2026, the following proposals were submitted to a vote of Company stockholders:

~~Pursuant~~Proposal ~~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.~~1

		MICRON TECHNOLOGY, INC.
Date:	December 17, 2025	By:	/s/ Mark Murphy
		Name:	Mark Murphy
		Title:	Executive Vice President and Chief Financial Officer

Each of the following nominees for Director were elected to serve on the Board of Directors of the Company. Each person elected as a Director will serve until the next annual meeting of stockholders or until such person’s successor is elected and qualified.

	FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
Lynn A. Dugle		794,907,057		17,407,119		772,638		103,556,209
Steven J. Gomo		809,867,865		2,434,052		784,897		103,556,209
Linnie M. Haynesworth		808,992,978		3,314,129		779,707		103,556,209
T. Mark Liu		810,273,883		2,034,566		778,365		103,556,209
Sanjay Mehrotra		782,416,311		29,933,649		736,854		103,556,209
A. Christine Simons		811,411,550		896,002		779,262		103,556,209
Robert H. Swan		811,084,381		1,222,445		779,988		103,556,209
MaryAnn Wright		781,196,519		31,109,070		781,225		103,556,209

Proposal 2

The proposal by the Company to approve, on a non-binding basis, the compensation of its named executive officers was approved with 770,405,752 votes for, 39,292,984 votes against, 3,388,078 abstentions, and 103,556,209 broker non-votes.

Proposal 3

The proposal by the Company to approve an amendment to the Company's Restated Certificate of Incorporation adding a provision regarding exculpation of officers in accordance with Delaware law was approved with 728,211,756 votes for, 83,873,941 votes against, 1,001,117 abstentions, and 103,556,209 broker non-votes.

Proposal 4

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending September 3, 2026 was approved with 857,646,756 votes for, 58,058,793 votes against, 937,474 abstentions, and no broker non-votes.

Proposal 5

The proposal by a stockholder of the Company requesting an amendment to shareholder special meeting rights was not approved with 348,670,930 votes for, 461,839,590 votes against, 2,576,294 abstentions, and 103,556,209 broker non-votes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

3.1		Amendment to Restated Certificate of Incorporation of Micron Technology, Inc., dated January 21, 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: January 21, 2026	By:	/s/ Michael Ray
	Name:	Michael Ray
	Title:	Senior Vice President, Chief Legal Officer and Corporate Secretary

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