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Item 9A. Controls and Procedures

2024-10-04 compared with 2023-10-06 · 37 added, 17 removed, 185 unchanged (23% of the section changed)

14 unchanged sentences

The effectiveness of our internal control over financial reporting as of August 29, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8, of this Form 10-K.

95 | 2024 10-K

OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

The following director and officer, as defined in Rule 16a-1(f) of the Exchange Act, adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, as follows:

On May 15, 2023 , Sanjay Mehrotra , our President, Chief Executive Officer and Director , adopted a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to 812,284 shares of our common stock, including up to 612,284 shares subject to outstanding stock options, which were granted in calendar 2017 and would otherwise expire in calendar 2025.

The remaining shares subject to the trading arrangement are shares acquired by Mr.

Mehrotra pursuant to our Restricted Stock Awards.

The following officers and director, as defined in Rule 16a-1(f) of the Exchange Act, adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, as follows:

On July 19, 2024 , Michael Ray , our Senior Vice President, Chief Legal Officer and Corporate Secretary , adopted a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to 24,379 shares of our common stock acquired upon the vesting of restricted stock units held by Mr.

The actual number of shares sold under the trading arrangement will be net of shares withheld for taxes upon vesting and settlement of the restricted stock units subject to the trading plan.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The first date that sales of any shares were permitted to be sold under the trading arrangement was August 14, 2023, and subsequent sales under the trading arrangement may occur on a regular basis for the duration of the trading arrangement until May 8, 2025 , or earlier if all transactions under the trading arrangement are completed.

The first date that sales of any shares are permitted to be sold under the trading arrangement is January 27, 2025, and subsequent sales under the trading arrangement may occur on a regular basis for the duration of the trading arrangement until July 11, 2025 , or earlier if all transactions under the trading arrangement are completed.

On August 8, 2024 , the Mehrotra Family Trust, a trust for which Sanjay Mehrotra , our President, Chief Executive Officer and Director , serves as trustee, adopted a Rule 10b5-1 trading arrangement providing for the sale of an aggregate of up to 200,000 shares of our common stock acquired by Mr.

Mehrotra upon the vesting of certain equity awards held by Mr.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The first date that sales of any shares are permitted to be sold under the trading arrangement is November 7, 2024, and subsequent sales under the trading arrangement may occur on a regular basis for the duration of the trading arrangement until November 7, 2026 , or earlier if all transactions under the trading arrangement are completed.

Mehrotra’s Rule 10b5-1 trading plan, dated as of May 15, 2023, expired by its terms prior to August 8, 2024.

No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the last fiscal quarter.

1 unchanged sentence

Not applicable.

Certain information concerning our executive officers is included under the caption, “Information About Our Executive Officers” in Part I, Item 1 of this report.

Other information required by Items 10, 11, 12, 13, and 14 will be contained in our 2024 Proxy Statement which will be filed with the SEC within 120 days after August 29, 2024 and is incorporated herein by reference.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

3 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Certain information concerning our executive officers is included under the caption, “Information About Our Executive Officers” in Part I, Item 1 of this report.

Other information required by Items 10, 11, 12, 13, and 14 will be contained in our 2023 Proxy Statement which will be filed with the SEC within 120 days after August 31, 2023 and is incorporated herein by reference.

95 | 2023 10-K

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

6 unchanged sentences

See “Index to Exhibits” within Item 15 below.

97 | 2024 10-K

VALUATION AND QUALIFYING ACCOUNTS

5 unchanged sentences

Year ended August 29, 2024 $ 528 $ 57 $ 8 $ 593

Year ended September 1, 2022 233 241 ( 3 ) 471

Year ended August 31, 2023 471 58 ( 1 ) 528

Year ended September 1, 2022 233 241 ( 3 ) 471

97 | 2023 10-K

Index to Exhibits

2 unchanged sentences

8-K 99.2 1/26/15

3.2 Bylaws of the Registrant, Amended and Restated

8-K 3.1 2/16/21

3.2 Amended and Restated Bylaws of Registrant as of July 18 , 2024

4.1 Indenture, dated as of February 6, 2019, by and between Micron Technology, Inc.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), as Trustee

34 unchanged sentences

4.19 Form of Note for Micron Technology, Inc.’s 5.875% Senior Notes due 2033 (included in Exhibit 4.17)

4.20 Eighth Supplemental Indenture, dated as of January 12, 2024, by and between Micron Technology, Inc.

B ank Trust Comp any, National Association, as Trustee

4.21 F orm of Note for Micron Technology, Inc.

’ s 5.30 % Senior Notes due 20 3 1 (incorporated by reference from Exhibit 4.20 hereto)

10.1* Micron Technology, Inc.

1 unchanged sentence

DEF 14A B 12/7/17

99 | 2024 10-K

Exhibit Number Description of Exhibit Filed Herewith Form Period Ending Exhibit/ Appendix Filing Date

10.2* Amended and Restated 2004 Equity Incentive Plan

2 unchanged sentences

DEF 14A A 12/1/20

Exhibit Number Description of Exhibit Filed Herewith Form Period Ending Exhibit/ Appendix Filing Date

10.5* 2007 Equity Incentive Plan Forms of Agreement and Terms and Conditions

9 unchanged sentences

10.10* Deferred Compensation Plan, as amended

8/31/23 10.10

10.11* Amended and Restated Executive Agreement by and between Micron Technology, Inc.

34 unchanged sentences

6/1/23 10.1 6/29/23

Exhibit Number Description of Exhibit Filed Herewith Form Period Ending Exhibit/ Appendix Filing Date

Amendment No.

1 unchanged sentence

6/1/23 10.2 6/29/23

E xecutive Officer Cash Severance Policy

11/30/23 10.1 12/21/23

Severance Policy Acknowledgement Letter for Sanjay Mehrotra

11/30/23 10.2 12/21/23

A mended and Restated Severance Agreement b y and between Micron Technol ogy , Inc.

11/30/23 10.3 12/21/23

A mended and Restated 2008 Director Compensation Plan

11/30/23 10.4 12/21/23

19.1 Insider Trading Policy of the Registrant

21.1 Subsidiaries of the Registrant

1 unchanged sentence

31.1 Rule 13a-14(a) Certification of Chief Executive Officer

99 | 2023 10-K

Exhibit Number Description of Exhibit Filed Herewith Form Period Ending Exhibit/ Appendix Filing Date

31.2 Rule 13a-14(a) Certification of Chief Financial Officer

1 unchanged sentence

32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.

97.1 C ompensation Recoupment (Clawback) Policy, as amended and restated

97.1 Compensation Recoupment (Clawback) Policy, as amended and restated

8/31/23 97.1 10/6/23

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X

7 unchanged sentences

FORM 10-K SUMMARY

101 | 2024 10-K

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

23 unchanged sentences

(Mary Pat McCarthy)

Director October 4, 2024

/s/ Robert E.

3 unchanged sentences

(MaryAnn Wright)

101 | 2023 10-K

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures