What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-10-03 compared with 2024-10-04 · 376 added, 246 removed, 830 unchanged (43% of the section changed)

8 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

63 | 2025 10-K

Micron Technology, Inc.

3 unchanged sentences

2025 August 29,

2023 September 1,

2024 August 31,

Revenue $ 37,378 $ 25,111 $ 15,540

20 unchanged sentences

See accompanying notes to consolidated financial statements.

59 | 2024 10-K

Micron Technology, Inc.

3 unchanged sentences

2025 August 29,

2023 September 1,

2024 August 31,

Net income (loss) $ 8,539 $ 778 $ ( 5,833 )

1 unchanged sentence

Gains (losses) on derivative instruments 92 142 234

Unrealized gains (losses) on investments 33 6 ( 48 )

Pension liability adjustments 6 3 11

Unrealized gains (losses) on investments 4 33 6

Foreign currency translation adjustments — — ( 3 )

2 unchanged sentences

See accompanying notes to consolidated financial statements.

65 | 2025 10-K

Micron Technology, Inc.

3 unchanged sentences

2025 August 29,

Cash and equivalents $ 7,041 $ 8,577

Cash and cash equivalents

$ 9,642 $ 7,041

Short-term investments 665 1,065

32 unchanged sentences

See accompanying notes to consolidated financial statements.

61 | 2024 10-K

Micron Technology, Inc.

4 unchanged sentences

of Shares Amount

Balance at September 2, 2021 1,216 $ 122 $ 9,453 $ 39,051 $ ( 4,695 ) $ 2 $ 43,933

Balance as of September 1, 2022 1,226 $ 123 $ 10,197 $ 47,274 $ ( 7,127 ) $ ( 560 ) $ 49,907

Net income (loss) — — — ( 5,833 ) — — ( 5,833 )

4 unchanged sentences

Repurchase of stock – repurchase program

— — — — ( 425 ) — ( 425 )

Repurchase of stock – withholdings on employee equity awards

( 2 ) — ( 19 ) ( 108 ) — — ( 127 )

Dividends and dividend equivalents declared ($ 0.460 per share)

— — — ( 509 ) — — ( 509 )

Balance at September 1, 2022 1,226 $ 123 $ 10,197 $ 47,274 $ ( 7,127 ) $ ( 560 ) $ 49,907

Balance as of August 31, 2023 1,239 $ 124 $ 11,036 $ 40,824 $ ( 7,552 ) $ ( 312 ) $ 44,120

Net income (loss) — — — 778 — — 778

4 unchanged sentences

Repurchase of stock – repurchase program

— — — — ( 300 ) — ( 300 )

Repurchase of stock – withholdings on employee equity awards

( 3 ) — ( 25 ) ( 207 ) — — ( 232 )

Dividends and dividend equivalents declared ($ 0.460 per share)

— — — ( 518 ) — — ( 518 )

Balance at August 31, 2023 1,239 $ 124 $ 11,036 $ 40,824 $ ( 7,552 ) $ ( 312 ) $ 44,120

Balance as of August 29, 2024 1,253 $ 125 $ 12,115 $ 40,877 $ ( 7,852 ) $ ( 134 ) $ 45,131

Net income (loss) — — — 8,539 — — 8,539

3 unchanged sentences

Stock-based compensation expense — — 972 — — — 972

Repurchase of stock - repurchase program — — — — ( 300 ) — ( 300 )

Repurchase of stock – withholdings on employee equity awards

( 3 ) — ( 33 ) ( 306 ) — — ( 339 )

Dividends and dividend equivalents declared ($ 0.460 per share)

— — — ( 527 ) — — ( 527 )

Balance at August 29, 2024 1,253 $ 125 $ 12,115 $ 40,877 $ ( 7,852 ) $ ( 134 ) $ 45,131

Balance as of August 28, 2025 1,266 $ 127 $ 13,339 $ 48,583 $ ( 7,852 ) $ ( 32 ) $ 54,165

See accompanying notes to consolidated financial statements.

67 | 2025 10-K

Micron Technology, Inc.

3 unchanged sentences

2025 August 29,

2023 September 1,

2024 August 31,

Cash flows from operating activities

16 unchanged sentences

Purchases of available-for-sale securities ( 1,890 ) ( 1,999 ) ( 723 )

Proceeds from government incentives 2,005 315 710

Proceeds from maturities and sales of available-for-sale securities

1,698 1,794 1,591

Proceeds from government incentives 315 710 115

Proceeds from sale of Lehi, Utah fab — — 888

Other ( 43 ) ( 33 ) ( 93 )

Net cash provided by (used for) investing activities ( 8,309 ) ( 6,191 ) ( 11,585 )

Net cash used for investing activities

( 14,087 ) ( 8,309 ) ( 6,191 )

Cash flows from financing activities

13 unchanged sentences

Interest paid, net of amounts capitalized ( 418 ) ( 503 ) ( 323 )

Noncash equipment acquisitions on contracts payable 118 165 157

Non-cash equipment acquisitions on contracts payable

See accompanying notes to consolidated financial statements.

63 | 2024 10-K

Micron Technology, Inc.

16 unchanged sentences

dollar, (2) non-U.S.-dollar-denominated investments in debt instruments, and (3) forecasted cash flows for certain capital expenditures and manufacturing costs.

We also use derivative instruments to manage our exposure to changes in commodity prices for manufacturing supplies and to minimize certain exposures to changes in the fair value of fixed-rate debt that result from fluctuations in benchmark interest rates.

We also use derivative instruments to manage our exposure to changes in commodity prices for manufacturing supplies.

Derivative instruments are measured at their fair values and recognized as either assets or liabilities.

8 unchanged sentences

Derivative assets and liabilities that can be net settled with each counterparty have been presented in our consolidated balance sheet on a net basis.

69 | 2025 10-K

Financial Instruments

8 unchanged sentences

We receive incentives from governmental entities related to capital expenditures, expenses, and other activities.

Our government incentives may require that we meet or maintain specified spending levels and other operational metrics and may be subject to reimbursement if such conditions are not met or maintained.

Government incentives are recorded in the financial statements in accordance with their purpose:

as a reduction of asset costs or a reduction of expenses.

Incentives related to the acquisition or construction of fixed assets are recognized as a reduction in the carrying amounts of the related assets and as a reduction to depreciation expense over the useful lives of the assets.

The government incentives we receive may require that we meet or maintain specified spending levels and other operational metrics and may be subject to reimbursement if such conditions are not met or maintained.

Government incentives are recognized in the financial statements based on the underlying principal criteria for earning the incentives when there is reasonable assurance that the conditions of the government incentives are met and the incentive will be received.

Incentives related to the acquisition or construction of property, plant, and equipment are recognized as a reduction in the carrying amounts of the related assets and as a reduction of subsequent depreciation expense over the useful lives of the assets.

Incentives related to specific operating activities are offset against the related expense in the period the expense is incurred.

Government incentives received prior to being earned are recognized in current or noncurrent deferred income, whereas government incentives earned prior to being received are recognized in current or noncurrent receivables.

Cash received from government incentives related to operating expenses is included as an operating activity in the statement of cash flows, whereas cash received from incentives related to the acquisition of property, plant, and equipment is included as an investing activity.

Cash received from government incentives related to operating expenses is included as an operating activity in the statement of cash flows, whereas cash received, including by constructive receipt, from incentives related to the acquisition of property, plant, and equipment is included as an investing activity.

For each project, we estimate the total expected project costs and recognize a proportionate benefit as qualified project costs are incurred.

As the estimated total expected qualified project cost changes, we adjust our estimate of the recognized proportionate benefit.

Inventories are stated at the lower of cost or net realizable value, with cost being determined on a FIFO basis.

8 unchanged sentences

Sublease income is included within lease expense.

65 | 2024 10-K

Product and Process Technology

33 unchanged sentences

When we retire our treasury stock, any excess of the repurchase price paid over par value is allocated between additional capital and retained earnings.

71 | 2025 10-K

Use of Estimates

4 unchanged sentences

Actual results could differ from estimates.

Recently Issued Accounting Standards

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 (ASC Topic 280), Improvements to Reportable Segment Disclosures .

This ASU expands on existing reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

This ASU is effective for our annual reporting for 2025 on a retrospective basis.

This standard will impact our disclosures and will not impact our financial statements.

We adopted this ASU in the fourth quarter of 2025 on a retrospective basis.

Adoption of this ASU resulted in increased disclosures in the Notes to Consolidated Financial Statements.

Segment and Other Information.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09 (ASC Topic 740), Improvements to Income Tax Disclosures .

1 unchanged sentence

This ASU will be effective for our annual reporting for 2026 on a prospective basis, with retrospective application permitted.

This standard will impact our disclosures and will not impact our financial statements.

Adoption of this new guidance will result in increased disclosures in the Notes to Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03 (ASC Topic 220), Disaggregation of Income Statement Expenses .

This ASU requires disclosure of certain expenses in the notes to the financial statements.

This ASU will be effective for our annual reporting for 2028 on a prospective basis, with retrospective application permitted.

Adoption of this new guidance will result in increased disclosures in the Notes to Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06 (ASC Topic 350), Targeted Improvements to the Accounting for Internal-Use Software .

This ASU makes targeted improvements to the accounting for internal-use software and ASU will be effective for the first quarter of 2029, with early adoption permitted.

This ASU provides for adoption on a prospective basis, with retrospective or modified retrospective application permitted.

We are evaluating the timing and effects of our adoption of this new guidance on our financial statements.

Variable Interest Entities

A number of special purpose entities (the "Lease SPEs") were created by a third-party to facilitate equipment lease financing transactions between us and financial institutions that fund the lease financing transactions ("Financing Entities").

Neither we nor the Financing Entities have an equity interest in the Lease SPEs.

The Lease SPEs are variable interest entities because their equity is not sufficient to permit them to finance their activities without additional support from the Financing Entities and because the third-party equity holder lacks characteristics of a controlling financial interest.

By design, the arrangements with the Lease SPEs are merely financing vehicles and we do not bear any significant risks from variable interests with the Lease SPEs.

We have determined that we do not have the power to direct the activities of the Lease SPEs that most significantly impact their economic performance and we do not consolidate the Lease SPEs.

As of August 29, 2024, we had approximately $ 680 million of financial lease liabilities and right-of-use assets under these arrangements.

67 | 2024 10-K

Certain third-party special purpose entities (the “Lease SPEs”) facilitate equipment lease financing transactions between us and various financial institutions.

Neither we nor the financial institutions have an equity interest in the Lease SPEs, which are variable interest entities.

The arrangements are financing vehicles and we do not bear any significant risks from variable interests with the Lease SPEs.

We do not have the power to direct the activities of the Lease SPEs that most significantly impact their economic performance and, as such, we do not consolidate them.

As of August 28, 2025, we had approximately $ 1.58 billion of financial lease liabilities and right-of-use assets under these arrangements.

Cash and Investments

All of our short-term investments and long-term marketable investments were classified as available for sale as of the dates noted below.

Cash and equivalents and the fair values of our available-for-sale investments, which approximated amortized costs, were as follows:

Cash and cash equivalents and the fair values of our available-for-sale securities, which approximated amortized costs, were as follows:

As of August 28, 2025 As of August 29, 2024

Cash and Equivalents Short-term Investments Long-term Marketable Investments (1)

Total Fair Value Cash and Equivalents Short-term Investments Long-term Marketable Investments (1)

Cash and Cash Equivalents

Short-term Investments Long-term Marketable Investments (1)

Total Fair Value Cash and Cash Equivalents

Short-term Investments Long-term Marketable Investments (1)

Total Fair Value

4 unchanged sentences

Asset-backed securities — 31 521 552 — 46 433 479

Commercial paper

16 160 — 176 — 109 — 109

Government securities 9 43 61 113 35 82 42 159

Commercial paper

33 26 — 59 16 160 — 176

7 unchanged sentences

No adjustments were made to the fair values indicated by such pricing information as of August 28, 2025 or August 29, 2024.

(4) Restricted cash is included in other current assets and other noncurrent assets and primarily relates to certain government incentives received prior to being earned and for which restrictions lapse upon achieving certain performance conditions or which will be returned if performance conditions are not met.

Gross realized gains and losses from sales of available-for-sale securities were not significant for any period presented.

(4) Restricted cash is included in other current assets.

Gross realized gains and losses from sales of available-for-sale securities were not material for any period presented.

Non-marketable Equity Investments

In addition to the amounts included in the table above, we had $ 194 million and $ 190 million of non-marketable equity investments without a readily determinable fair value that were included in other noncurrent assets as of August 28, 2025 and August 29, 2024, respectively.

For non-marketable investments, we recognized in other non-operating income (expense) a net loss of $ 32 million for 2024 and $ 7 million for 2023 and a net gain of $ 36 million for 2022.

For non-marketable investments, we recognized net losses in other non-operating income (expense) of $ 10 million, $ 32 million, and $ 7 million in 2025, 2024, and 2023, respectively.

Our non-marketable equity investments are recorded at fair value on a non-recurring basis and classified as Level 3.

73 | 2025 10-K

As of August 28,

27 unchanged sentences

Interest capitalized as part of the cost of property, plant, and equipment was $ 321 million, $ 225 million, and $ 208 million for 2025, 2024, and 2023, respectively.

69 | 2024 10-K

We have finance and operating leases through which we obtain the right to use facilities, land, and equipment that support our business operations.

Our finance leas es consist primarily of (i) gas and other supply agreements that are deemed to contain embedded leases and (ii) equipment leases.

Our finance leas es consist primarily of (1) equipment leases and (2) gas and other supply agreements that are deemed to contain embedded leases.

Ou r operating leases consist primarily of offices, laboratories, other facilities, and land.

Certain of our operating leases include one or more options to extend the lease term for periods from one year to 10 years for real estate and one year to 99 years for land.

In determining the lease term, we assess whether we are reasonably certain to exercise any options to renew or terminate a lease or to purchase the right-of-use asset.

Certain supply or service agreements require us to exercise significant judgment to determine whether the agreement contains a lease.

1 unchanged sentence

Our gas supply arrangements generally are deemed to contain a lease because we have the right to substantially all of the output of the assets used to produce the supply and we have the right to change the quantity and timing of the output of those assets.

In determining the lease term, we assess whether we are reasonably certain to exercise any options to renew or terminate a lease or to purchase the right-of-use asset.

Measuring the present value of the initial lease liability requires judgment to determine the discount rate, which we base on interest rates for borrowings with similar terms and collateral issued by entities with credit ratings similar to ours.

The components of lease cost are presented below:

5 unchanged sentences

$ 615 $ 386 $ 266

(1) Operating lease cost includes short-term and variable lease expenses, which were not material for the periods presented.

(1) I ncludes short-term and variable lease costs.

Supplemental cash flow information related to leases was as follows:

5 unchanged sentences

Cash flows used for financing activities – Finance leases 323 155 109

Noncash acquisitions of right-of-use assets

Non-cash acquisitions of right-of-use assets

Finance leases 1,298 905 508

14 unchanged sentences

4.26 % 3.42 %

75 | 2025 10-K

As of August 28, 2025, maturities of lease liabilities by fiscal year were as follows:

6 unchanged sentences

The table above excludes obligations for leases that have been executed but have not yet commenced.

As of August 29, 2024, excluded obligations consisted of $ 835 million of finance lease obligations over a weighted-average period of 13 years for gas supply arrangements deemed to contain embedded leases and equipment leases.

As of August 28, 2025, excluded obligations consisted of $ 1.16 billion of finance lease obligations over a weighted-average period of 15 years for gas supply arrangements deemed to contain embedded leases and equipment leases.

We will recognize right-of-use assets and associated lease liabilities at the time such assets become available for our use.

10 unchanged sentences

Amortization expense was $ 71 million, $ 82 million, and $ 86 million for 2025, 2024, and 2023, respectively.

Expected amortization expense is $ 67 million for 2025, $ 56 million for 2026, $ 52 million for 2027, $ 49 million for 2028, and $ 42 million for 2029.

71 | 2024 10-K

Expected amortization expense is $ 73 million for 2026, $ 65 million for 2027, $ 62 million for 2028, $ 55 million for 2029, $ 57 million for 2030, and $ 141 million for 2031 and thereafter.

Accounts Payable and Accrued Expenses

10 unchanged sentences

Stated Rate Effective Rate Principal Current Long-Term Total Principal Current Long-Term Total

2026 Term Loan A 6.819 % 6.95 % $ 922 $ 49 $ 872 $ 921 $ 971 $ 49 $ 921 $ 970

2027 Term Loan A 6.944 % 7.08 % 1,065 57 1,006 1,063 1,123 57 1,063 1,120

4.975 % 5.07 % 500 — 499 499 500 — 499 499

2028 Notes 5.375 % 5.52 % $ 542 $ — $ 540 $ 540 $ 600 $ — $ 597 $ 597

4.185 % 4.27 % 900 — 838 838 900 — 798 798

2028 Notes 5.375 % 5.52 % 600 — 597 597 600 — 596 596

2029 Term Loan A 5.455 % 5.49 % 984 — 982 982 — — — —

2029 A Notes 5.327 % 5.40 % 700 — 698 698 700 — 698 698

3 unchanged sentences

2032 Green Bonds 2.703 % 2.77 % 1,000 — 996 996 1,000 — 996 996

5.650 % 5.79 % 500 — 496 496 — — — —

2033 A Notes 5.875 % 5.96 % 750 — 746 746 750 — 745 745

2033 B Notes 5.875 % 6.01 % 900 — 892 892 900 — 891 891

2035 A Notes 5.800 % 5.90 % 1,000 — 992 992 — — — —

2035 B Notes 6.050 % 6.14 % 1,250 — 1,241 1,241 — — — —

2041 Notes 3.366 % 3.41 % 500 — 497 497 500 — 497 497

2051 Notes 3.477 % 3.52 % 500 — 496 496 500 — 496 496

2024 Term Loan A N/A N/A — — — — 588 — 587 587

2026 Term Loan A

N/A N/A — — — — 922 49 872 921

2026 Notes N/A N/A — — — — 500 — 499 499

2027 Term Loan A N/A N/A — — — — 1,065 57 1,006 1,063

N/A N/A — — — — 900 — 838 838

Finance lease obligations

1 unchanged sentence

$ 14,625 $ 560 $ 14,017 $ 14,577 $ 13,491 $ 431 $ 12,966 $ 13,397

(1) In 2021, we entered into fixed-to-floating interest rate swaps on the 2027 Notes with an aggregate $ 900 million notional amount equal to the principal amount of the 2027 Notes.

The resulting variable interest paid is at a rate equal to SOFR plus approximately 3.33 %.

The fixed-to-floating interest rate swaps are accounted for as fair value hedges, and as a result, the carrying values of our 2027 Notes reflect adjustments in fair value.

As of August 28, 2025, all of our debt, other than finance lease obligations, were unsecured obligations that rank equally in right of payment with all of our other existing and future unsecured indebtedness and were effectively subordinated to all future secured indebtedness, to the extent of the value of the assets securing such indebtedness.

2 unchanged sentences

Micron’s guarantees of certain liabilities of its subsidiaries are unsecured obligations ranking equally in right of payment with all of Micron’s other existing and future unsecured indebtedness.

77 | 2025 10-K

Debt Activity

The table below presents the effects of debt financing and prepayment activities in 2024:

The table below presents the effects of debt issuances and prepayment activities in 2025:

Transaction Date Increase (Decrease) in Principal Increase (Decrease) in Carrying Value Increase (Decrease) in Cash

2031 Notes January 12, 2024 $ 1,000 $ 993 $ 993

2024 Term Loan A January 12, 2024 ( 588 ) ( 587 ) ( 588 )

2025 Term Loan A January 12, 2024 ( 402 ) ( 401 ) ( 402 )

2025 Term Loan A May 29, 2024

January 16, 2025

$ 1,000 $ 992 $ 992

2029 Term Loan A

January 17, 2025

1,684 1,681 1,681

In 2023, we issued $ 6.70 billion of senior unsecured notes and term loan agreements and received cash of $ 6.69 billion.

We prepaid $ 600 million of principal amount of the 2024 Term Loan A.

In 2022, we issued $ 2.00 billion of senior unsecured notes and received cash of $ 1.99 billion.

We prepaid $ 1.85 billion of principal amount of notes for $ 1.93 billion in cash.

We recognized losses of $ 83 million in connection with these prepayments.

April 29, 2025

1,250 1,241 1,241

2026 Term Loan A

January 17, 2025

( 897 ) ( 896 ) ( 897 )

2027 Term Loan A

January 17, 2025

( 1,037 ) ( 1,035 ) ( 1,037 )

February 12, 2025

( 500 ) ( 499 ) ( 501 )

( 900 ) ( 854 ) ( 900 )

Various dates

( 58 ) ( 57 ) ( 59 )

Various dates ( 91 ) ( 91 ) ( 98 )

Various dates ( 54 ) ( 53 ) ( 54 )

2029 Term Loan A

August 18, 2025

( 700 ) ( 699 ) ( 700 )

$ 197 $ 226 $ 164

In 2021, we entered into fixed-to-floating interest rate swaps on the 2027 Notes with an aggregate $ 900 million notional amount equal to the principal amount of the 2027 Notes.

The fixed-to-floating interest rate swaps were accounted for as fair value hedges, and as a result, the carrying value of our 2027 Notes reflected adjustments in fair value.

In the third quarter of 2025, we settled these fixed-to-floating interest rate swaps in connection with the prepayment of the 2027 Notes.

In the third quarter of 2025, we recognized a $ 46 million loss in other non-operating income (expense) on prepayment of the 2027 Notes.

Senior Unsecured Notes

We may redeem our 2026 Notes, 2027 Notes, 2028 Notes, 2029 A Notes, 2029 B Notes, 2030 Notes, 2031 Notes, 2032 Green Bonds, 2033 A Notes, 2033 B Notes, 2041 Notes, and 2051 Notes (the “Senior Unsecured Notes”), in whole or in part, at our option prior to their respective maturity dates at a redemption price equal to the greater of (i) 100 % of the principal amount of the Senior Unsecured Notes to be redeemed and (ii) the present value of the remaining scheduled payments of principal and interest, in each case plus accrued interest.

We may also redeem any series of our Senior Unsecured Notes, in whole or in part, at a price equal to par between one and six months prior to maturity in accordance with the respective terms of such series.

Each series of Senior Unsecured Notes contains covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries (which are generally domestic subsidiaries in which we own at least 80 % of the voting stock and which own principal property, as defined in the indenture governing such series) to (1) create or incur certain liens;

(2) enter into certain sale and lease-back transactions;

We may redeem our 2028 Notes, 2029 A Notes, 2029 B Notes, 2030 Notes, 2031 Notes, 2032 Green Bonds, 2032 Notes, 2033 A Notes, 2033 B Notes, 2035 A Notes, 2035 B Notes, 2041 Notes, and 2051 Notes (the “Senior Unsecured Notes”), in whole or in part, at a redemption price equal to the greater of (i) 100 % of the principal amount of the notes to be redeemed and (ii) the present value of the remaining scheduled payments of principal and interest, plus, in each case, accrued interest.

We may also redeem any series of the Senior Unsecured Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount of the notes to be redeemed plus accrued interest between one and six months prior to the applicable maturity date, in accordance with the respective terms of such series.

The Senior Unsecured Notes contain covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries (which are generally domestic subsidiaries in which we own at least 80 % of the voting stock and which own principal property, as defined in the indenture governing the Senior Unsecured Notes) to (1) create or incur certain liens;

(2) enter into certain sale and lease-back transactions with respect to any principal property;

and (3) consolidate with or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, to another entity.

These covenants are subject to a number of limitations and exceptions.

Additionally, if a change of control triggering event, as defined in the indentures governing our Senior Unsecured Notes, occurs with respect to a series of Senior Unsecured Notes, we will be required to offer to purchase such Senior Unsecured Notes at 101 % of the outstanding aggregate principal amount plus accrued interest up to the purchase date.

Multi-Tranche Term Loan Agreement

The 2026 Term Loan A and 2027 Term Loan A (the “Multi-Tranche Term Loan Agreement”) require equal quarterly installment payments in an amount equal to 1.25 % of the original principal amount.

Borrowings under the Multi-Tranche Term Loan Agreement will generally bear interest at adjusted term SOFR plus an applicable interest rate margin ranging from 1.00 % to 2.00 %, varying by tranche and depending on our corporate credit ratings.

Adjusted term SOFR for the Multi-Tranche Term Loan Agreement is the SOFR benchmark plus 0.10 %.

The Multi-Tranche Term Loan Agreement requires us to maintain, on a consolidated basis, a leverage ratio of total indebtedness to adjusted EBITDA, as defined in the Multi-Tranche Term Loan Agreement and calculated as of the last day of each fiscal quarter, not to exceed 3.25 to 1.00, subject to a temporary four quarter increase in such ratio to 3.75 to 1.00 following certain material acquisitions.

73 | 2024 10-K

The Multi-Tranche Term Loan Agreement contains other covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries to (1) create or incur certain liens and enter into sale and lease-back transactions, (2) create, assume, incur, or guarantee certain additional secured indebtedness and unsecured indebtedness of our restricted subsidiaries, and (3) consolidate with or merge with or into, or convey, transfer, lease, or otherwise dispose of all or substantially all of our assets, to another entity.

These covenants are subject to a number of limitations, exceptions, and qualifications.

Our obligations under the Multi-Tranche Term Loan Agreement are unsecured.

Additionally, if a change of control triggering event occurs, as defined in the indenture governing each series of the Senior Unsecured Notes, we will be required to offer to repurchase the Senior Unsecured Notes of such series at a price equal to 101 % of the principal amount plus accrued interest up to the repurchase date.

2029 Term Loan A

On January 17, 2025, we entered into a term loan agreement and borrowed $ 1.68 billion in principal amount due January 17, 2029 (the “Term Loan Agreement”).

Borrowings under the Term Loan Agreement will generally bear interest at adjusted term SOFR plus an applicable interest rate margin ranging from 0.875 % to 1.50 %, depending on our corporate credit ratings.

On August 18, 2025, we prepaid $ 700 million of the principal amount.

The Term Loan Agreement requires us to maintain, on a consolidated basis, a net leverage ratio of total net indebtedness to adjusted EBITDA, as defined in the Term Loan Agreement and calculated as of the last day of each fiscal quarter, not to exceed 3.25 to 1.00, subject to a temporary four fiscal quarter increase in such maximum ratio to 3.75 to 1.00 following certain material acquisitions.

Our obligations under the Term Loan Agreement are unsecured.

Revolving Credit Facility

As of August 28, 2025, no amounts were outstanding under the Revolving Credit Facility and $ 3.50 billion was available to us.

Under the Revolving Credit Facility, borrowings would generally bear interest at a rate equal to adjusted term SOFR plus 1.00 % to 1.75 %, depending on our corporate credit ratings.

Adjusted term SOFR for the Revolving Credit Facility agreement is the SOFR benchmark plus a credit spread adjustment ranging from approximately 0.11 % to 0.43 % depending on the applicable interest period selected.

Any amounts outstanding under the Revolving Credit Facility would mature in May 2026 and amounts borrowed may be prepaid without penalty.

The Revolving Credit Facility contains the same leverage ratio and substantially the same other covenants as the Multi-Tranche Term Loan Agreement.

Under the Revolving Credit Facility, borrowing would generally bear interest at a rate equal to adjusted term SOFR plus 0.875 % to 1.50 %, depending on our corporate credit ratings.

Any amounts outstanding under the Revolving Credit Facility would mature on March 12, 2030 and amounts borrowed may be prepaid without penalty.

Any obligations under the Revolving Credit Facility would be unsecured.

The Revolving Credit Facility contains the same net leverage ratio and substantially the same other covenants as the Term Loan Agreement.

Maturities of Notes Payable

As of August 29, 2024, maturities of notes payable by fiscal year were as follows:

As of August 28, 2025, maturities of notes payable and the term loan by fiscal year were as follows:

2031 and thereafter 7,400

Unamortized issuance costs, discounts, and premium, net ( 48 )

Hedge accounting fair value adjustment ( 60 )

As of August 28, 2025, we had noncancelable commitments with remaining contractual terms in excess of one year of approximately $ 5.5 billion for purchase obligations, of which approximately $ 1.2 billion will be due in 2026, $ 1.2 billion due in 2027, $ 1.0 billion due in 2028, $ 400 million due in 2029, $ 400 million due in 2030, and $ 1.3 billion due in 2031 and thereafter.

1 unchanged sentence

Payments for leases that have been executed but have not yet commenced are excluded.

In 2023, we entered into an 18 -year power purchase agreement in Singapore to purchase up to 450 megawatts of power at predominantly variable prices.

This contract is expected to supply the majority of our power consumption needs in Singapore with more favorable pricing than our previous supply arrangements.

79 | 2025 10-K

Contingencies

6 unchanged sentences

(“MSP”), and Micron Technology Texas, LLC (“MTEC”) in the U.S.

District Court for the Western District of Texas.

District Court for the Western District of Texas (“W.D.

The first complaint alleges that one U.S.

3 unchanged sentences

Each complaint seeks injunctive relief, damages, attorneys’ fees, and costs.

On March 31, 2022, Netlist filed a patent infringement complaint against Micron and Micron Semiconductor Germany, GmbH in Dusseldorf Regional Court alleging that two German patents are infringed by certain of our LRDIMMs.

On March 31, 2022, Netlist filed a patent infringement complaint against Micron and Micron Semiconductor Germany, GmbH in Düsseldorf Regional Court alleging that two German patents are infringed by certain of our LRDIMMs.

The complaint seeks damages, costs, and injunctive relief.

In rulings issued on March 7, 2024 and November 7, 2024, the Federal Patent Court in Germany declared both patents invalid.

Netlist has appealed those rulings.

On June 10, 2022, Netlist filed a patent infringement complaint against Micron, MSP, and MTEC in the U.S.

13 unchanged sentences

11,093,417 (“the ‘417 patent”) — and found that Micron should pay $ 425 million for infringement of the ‘912 patent and $ 20 million for infringement of the ‘417 patent.

Micron expects to appeal the verdict.

On July 9, 2025, Micron filed a notice that it will appeal the judgment.

On April 17, 2024, the Patent Trial and Appeal Board (“PTAB”) of the United States Patent and Trademark Office (“USPTO”) issued a final written decision (“FWD”) finding unpatentable the sole asserted claim of the ‘912 patent.

Netlist sought review of that ruling by the Director of the USPTO, which was denied on July 10, 2024.

On September 10, 2024, Netlist filed a notice that it will appeal the ruling that the ‘912 patent is unpatentable to the U.S.

Court of Appeals for the Federal Circuit (“Federal Circuit”).

On July 30, 2024, the USPTO issued a FWD finding unpatentable all asserted claims of the ‘417 patent.

On December 10, 2024, Netlist filed a notice that it will appeal the ruling that the ‘417 patent is unpatentable to the Federal Circuit.

In the case of each of the ‘912 and ‘417 patents, if the United States Court of Appeals for the Federal Circuit affirms the FWD, then the affirmed FWD will preclude any pending actions asserting infringement of such patent (including any infringement verdict that is subject to an ongoing appeal).

On August 16, 2022, Sonrai Memory Ltd.

filed a patent infringement complaint against Micron in the U.S.

District Court for the Western District of Texas.

The complaint alleged that two U.S.

patents are infringed by certain SSD and NAND flash products.

The complaint sought damages, attorneys’ fees, and costs.

On September 6, 2024, pursuant to a motion jointly filed by the parties, the court dismissed Sonrai’s complaint.

On May 19, 2025, Netlist filed a complaint against Micron, MSP, and MTEC in E.D.

alleging that one U.S.

patent is infringed by our HBM products.

On July 8, 2025, Netlist amended the complaint to allege that one additional U.S.

patent is infringed by certain of our DIMMs.

On July 28, 2025, Netlist filed an additional complaint against Micron, MSP, and MTEC in E.D.

alleging that one U.S.

patent is infringed by certain of our DIMMs.

These complaints seek damages, attorneys’ fees, and other equitable relief.

On January 23, 2023, Besang Inc.

filed a patent infringement complaint against Micron in the U.S.

District Court for the E.D.

filed a patent infringement complaint against Micron in E.D.

The complaint alleges that one U.S.

1 unchanged sentence

The complaint seeks an injunction, damages, attorneys’ fees, and costs.

75 | 2024 10-K

On September 17, 2025, the District Court issued a judgment that the accused products do not infringe the asserted patent.

On November 9, 2023, Yangtze Memory Technologies Company, Ltd.

3 unchanged sentences

patents are infringed by certain of our 3D NAND products.

The complaint seeks an injunction, damages, attorneys’ fees, and costs.

complaint seeks an injunction, damages, attorneys’ fees, and costs.

On January 22, 2024, Micron Semiconductor (Shanghai) Co., Ltd.

(“MSS”) was served with three patent infringement complaints filed by YMTC in Beijing Intellectual Property Court and on February 27, 2024, Micron Technology, Inc.

(“MTI”) was served with the same complaints.

The complaints assert that MTI and MSS infringed three Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China.

(“MSS”) was served with three patent infringement complaints filed by YMTC in Beijing Intellectual Property Court and on February 27, 2024, Micron was served with the same complaints.

The complaints assert that Micron and MSS infringed three Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China.

The complaint seeks an injunction, damages, attorneys’ fees, and costs.

On July 12, 2024, YMTC filed a second complaint against the Company and its subsidiary in N.D.

On July 12, 2024, YMTC filed a second complaint against Micron and its subsidiary in N.D.

The second complaint alleges that eleven U.S.

2 unchanged sentences

On September 11, 2024, MSS was served with five patent infringement complaints filed by YMTC in Shanghai Intellectual Property Court.

The complaints assert that MTI and MSS infringed five Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China.

The complaints assert that Micron and MSS infringed five Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China.

The complaint seeks an injunction, damages, attorneys’ fees, and costs.

On June 3, 2024, MimirIP LLC (“MimirIP”) submitted a complaint to the United States International Trade Commission (“ITC”) alleging that certain of Micron’s DRAM and NAND products infringe six patents owned by MimirIP.

The complaint requested the ITC to institute an investigation of such alleged infringement pursuant to Section 337 of the Tariff Act of 1930 and to issue a permanent limited exclusion order barring from entry into the United States such allegedly infringing DRAM and NAND devices and electronic devices containing the same produced by several alleged customers of Micron.

On August 27, 2024, MimirIP and the Company filed a joint motion to terminate the ITC investigation, which was granted on September 12, 2024.

On June 3, 2024, MimirIP filed a complaint against Micron, two of its subsidiaries, and certain alleged customers of Micron in the E.D.

alleging that the same six patents as are asserted in the ITC are infringed by certain of Micron’s DRAM and NAND products.

The complaint sought damages, attorneys’ fees, and costs.

On August 30, 2024, the court dismissed the complaint pursuant to a notice of voluntary dismissal filed by MimirIP.

On June 4, 2024, MimirIP filed a second complaint against Micron, two of its subsidiaries, and certain alleged customers of Micron in the E.D.

alleging that six additional patents are infringed by certain of Micron’s DRAM and NAND products.

The complaint sought damages, attorneys’ fees, and costs.

On August 30, 2024, the court dismissed the complaint pursuant to a notice of voluntary dismissal filed by MimirIP.

On October 16, 2024, Palisade Technologies, LLP filed a patent infringement lawsuit against Micron and MSP in W.D.

The complaint alleges that five U.S.

patents are infringed by certain of our DRAM, NAND, 3D NAND, and SSD products.

The complaint seeks an injunction, damages, attorneys’ fees, and costs.

On June 30, 2025, Advanced Memory Technologies, LLC filed a patent infringement lawsuit against Micron in W.D.

alleging that four U.S.

Patents are infringed by certain of our DRAM and NAND products.

The complaint seeks an injunction, damages, attorneys’ fees, and costs.

The above lawsuits pertain to substantially all of our DRAM, NAND, and other memory and storage products we manufacture, which account for substantially all of our revenue.

Antitrust Matters

On May 15, 2018, the Chinese State Administration for Market Regulation (“SAMR”) notified Micron that it was investigating potential collusion and other anticompetitive conduct by DRAM suppliers in China.

On May 31, 2018, SAMR made unannounced visits to our sales offices in Beijing, Shanghai, and Shenzhen to seek certain information as part of its investigation.

We are cooperating with SAMR in its investigation.

Securities Class Action Matters

On January 9, 2025, a putative class action complaint was filed against Micron and certain individual officers in the U.S.

District Court for the Southern District of Florida for alleged violations of the Securities Exchange Act of 1934.

On April 3, 2025, the case was transferred to the United States District Court for the District of Idaho (“D.

Idaho”), and on May 23, 2025, an amended complaint was filed in D.

The amended complaint alleges defendants made materially false or misleading statements during a putative class period from March 29, 2023 to December 18, 2024, regarding industry supply and demand dynamics and the demand for Micron's products, including NAND and DRAM products.

The amended complaint seeks unspecified compensatory damages, attorneys’ fees and costs.

Shareholder Derivative Matters

On February 20, 2025, a shareholder derivative complaint was filed by a purported shareholder against certain individual directors and officers of Micron, allegedly on behalf of and for the benefit of Micron, in D.

On February 21, 2025, a similar related derivative complaint was filed by another purported shareholder in the same court against certain individual directors and officers of Micron.

The complaints allege violations of the Securities Exchange Act of 1934, breach of fiduciary duty, unjust enrichment, insider trading, abuse of control, and waste of corporate assets.

The complaints are based on substantially the same allegedly false or misleading statements asserted in the securities putative class action matter.

The complaints seek various unspecified damages allegedly suffered by Micron, restitution, attorneys’ fees and costs and other relief, including reforms and improvements to our corporate governance and internal procedures.

On April 28, 2025, the complaints were consolidated and on May 14, 2025, the consolidated complaints were stayed until the issuance of a final decision on all motions to dismiss the securities putative class action matter or a final resolution of the putative class action matter.

On September 8, 2025, a shareholder derivative complaint was filed by a purported shareholder against certain individual directors and officers of Micron, allegedly on behalf of and for the benefit of Micron, in the United States District Court for the District of Delaware (“D.

The complaint alleges violations of the Securities and Exchange Act of 1934, breaches of fiduciary duty, unjust enrichment, insider trading and misappropriation of information, abuse of control, gross mismanagement, and waste of corporate assets.

The complaint is based on substantially the same allegations of false and misleading statements and/or omissions of material information as were asserted in the putative securities class action and similar shareholder derivative suits pending in D.

81 | 2025 10-K

Other Matters

On June 7, 2025, YMTC filed a complaint against Micron and DCI Group AZ, LLC in the U.S.

District Court for the District of Columbia.

The complaint alleges that the defendants engaged in false advertising, product disparagement, and unfair competition regarding YMTC’s 3D NAND flash products in violation of the Lanham Act.

The complaint seeks injunctive relief, damages, disgorgement of profits, attorneys’ fees, and costs.

In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated to indemnify another party.

7 unchanged sentences

Our Board of Directors has authorized the discretionary repurchase of up to $ 10 billion of our outstanding common stock through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans.

The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions and our ongoing determination of the best use of available cash.

We repurchased 3.2 million shares of our common stock for $ 300 million in 2024 and 8.6 million shares for $ 425 million in 2023.

The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions, restrictions applicable under our CHIPS Act direct funding agreements, and our ongoing determination of the best use of available cash.

Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 20.

Government Incentives.

No shares were repurchased in 2025.

We repurchased 3.2 million shares of our common stock for $ 300 million in 2024.

Through August 28, 2025, we had repurchased an aggregate of $ 7.19 billion under the authorization.

7 unchanged sentences

Other comprehensive income (loss) before reclassifications

( 7 ) 6 13 — 12

Amount reclassified out of accumulated other comprehensive income (loss)

3 unchanged sentences

As of August 28, 2025 $ ( 70 ) $ ( 4 ) $ 45 $ ( 3 ) $ ( 32 )

77 | 2024 10-K

Fair Value Measurements

3 unchanged sentences

Value Carrying

Notes $ 11,316 $ 11,343 $ 11,549 $ 12,049

Notes payable and term loans

$ 11,570 $ 11,533 $ 11,316 $ 11,343

The fair values of our debt instruments were estimated based on Level 2 inputs, including the trading price of our notes when available, discounted cash flows, and interest rates based on similar debt issued by parties with credit ratings similar to ours.

83 | 2025 10-K

Derivative Instruments

8 unchanged sentences

3,049 1 ( 10 )

Fair value interest rate hedges 900 — ( 60 )

Derivative instruments without hedge accounting designation

7 unchanged sentences

Cash flow commodity hedges 471 20 ( 7 )

Fair value currency hedges 2,511 — ( 41 )

Fair value interest rate hedges 900 — ( 60 )

14 unchanged sentences

Gain (loss) reclassified from accumulated other comprehensive income (loss) to earnings, primarily to cost of goods sold ( 140 ) ( 172 ) ( 261 )

As of August 29, 2024, we expect to reclassify $ 89 million of pre-tax losses related to cash flow hedges from accumulated other comprehensive income (loss) into earnings in the next 12 months.

As of August 28, 2025, we expect to reclassify $ 43 million of pre-tax gains related to cash flow hedges from accumulated other comprehensive income (loss) into earnings in the next 12 months.

Fair Value Hedges:

2 unchanged sentences

The changes in the fair values of derivatives designated as fair value hedges and the offsetting changes in the underlying fair values of the hedged items are both recognized in earnings.

The effects of fair value currency hedges on our consolidated statements of operations, recognized in other non-operating income (expense), net, were not significant for the periods presented.

We also utilize fixed-to-floating interest rate swaps designated as fair value hedges to minimize certain exposures to changes in the fair value of fixed-rate debt that result from fluctuations in benchmark interest rates.

We recognized interest expense of $ 96 million for changes in the fair value of our interest rate swaps in 2022 and the impact to interest expense was not significant for 2024 or 2023.

We also recognized offsetting reductions in interest expense of the same amounts related to the changes in the fair value of the hedged portion of the underlying debt for these periods.

The effects of fair value currency hedges on our consolidated statements of operations, recognized in other non-operating income (expense), net, were not material for the periods presented.

We also utilized fixed-to-floating interest rate swaps designated as fair value hedges to minimize certain exposures to changes in the fair value of fixed-rate debt that result from fluctuations in benchmark interest rates.

The effects of fair value hedges on our consolidated statements of operations, recognized in interest expense, were not material for the periods presented.

In the third quarter of 2025, we prepaid the 2027 Notes and settled the related fixed-to-floating interest rate swaps.

Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 12.

Derivative Instruments without Hedge Accounting Designation

5 unchanged sentences

Realized and unrealized gains and losses on derivative instruments without hedge accounting designation as well as the changes in the underlying monetary assets and liabilities from changes in currency exchange rates are included in other non-operating income (expense), net.

The amounts recognized for derivative instruments without hedge accounting designation were not significant for the periods presented.

The amounts recognized for derivative instruments without hedge accounting designation were not material for the periods presented.

We do not use derivative instruments for speculative purposes.

3 unchanged sentences

We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading risk across multiple financial institutions.

As of August 29, 2024 and August 31, 2023, amounts netted under our master netting arrangements were not significant.

As of August 28, 2025 and August 29, 2024, amounts netted under our master netting arrangements were not material.

Equity Compensation Plans

As of August 28, 2025, 55 million shares of our common stock were available for future awards under our equity compensation plans, including 7 million shares approved for issuance under our employee stock purchase plan (“ESPP”).

79 | 2024 10-K

Restricted Stock and Restricted Stock Units (“Restricted Stock Awards”)

As of August 28, 2025, there were 25 million shares of Restricted Stock Awards outstanding, 21 million of which are only subject to service-based vesting conditions.

Service-based Restricted Stock Awards granted through October 2021 generally vest in one-fourth or one-third increments during each year of employment after the grant date.

Service-based Restricted Stock Awards granted after October 2021 generally vest on 25 % or 33 % of the units granted after the first year and on 6.25 % or 8.33 % each quarter thereafter over the remaining three or two years of employment.

Restricted Stock Awards with performance or market-based vesting conditions vest over a 3 -year period as conditions are met.

Service-based Restricted Stock Awards generally vest on 25 % of the units granted after the first year and on 6.25 % each quarter thereafter over the remaining three years of employment.

Restricted Stock Awards with performance or market-based vesting conditions vest over a three -year period as conditions are met.

At the end of the performance period, the number of actual shares to be awarded will vary between 0 % and 200 % of target amounts, depending upon the achievement level.

In 2022, our Board of Directors approved dividend equivalent rights for unvested restricted stock units awarded on or after October 13, 2021.

Our unvested restricted stock awards generally include dividend equivalent rights.

85 | 2025 10-K

Restricted Stock Awards activity for 2025 is summarized as follows:

19 unchanged sentences

Expected dividend yield 0.5 % 0.5 % 0.7 %

Under the ESPP, employees purchased 4 million, 5 million, and 4 million shares of common stock in 2024, 2023, and 2022, respectively, at a per share weighted average price of $ 65.72 , $ 51.93 , and $ 58.52 , respectively.

Under the ESPP, employees purchased 4 million shares of common stock in each of 2025 and 2024, and 5 million shares of common stock in 2023, at a per share weighted-average price of $ 78.12 , $ 65.72 , and $ 51.93 in 2025, 2024, and 2023, respectively.

Stock Options

We last granted stock options in September 2018 and as of August 29, 2024, our outstanding stock options were not material.

Stock options of 1.3 million shares were exercised in 2024.

As of August 28, 2025, our outstanding stock options were not material.

The total intrinsic value for options exercised was $ 23 million, $ 92 million, and $ 30 million in 2025, 2024, and 2023, respectively.

10 unchanged sentences

ESPP 98 72 69

Stock options — — 1

$ 975 $ 821 $ 557

17 unchanged sentences

Pension expense was not material for 2025, 2024, or 2023.

81 | 2024 10-K

Government Incentives

We receive incentives from governmental entities primarily in India, Japan, Singapore, Taiwan, and the United States principally in the form of cash grants and tax credits.

These incentives primarily relate to capital expenditures, have initial terms ranging from one year to 15 years, and may be subject to reimbursement if certain conditions are not met or maintained.

The conditions attached to these incentives require us to incur expenditures related to the construction of new manufacturing facilities, the purchase and installation of specialized tools and equipment, R&D expenditures, and/or maintain certain levels of fixed asset investment or employee headcount during the incentive terms.

We receive incentives from governmental entities primarily in India, Japan, Singapore, and the United States principally in the form of cash grants and tax credits.

These incentives primarily relate to capital expenditures and may be subject to reimbursement if certain conditions are not met or maintained.

The conditions attached to these incentives require us to incur expenditures related to the construction of new manufacturing facilities, the purchase and installation of specialized tools and equipment, R&D expenditures, meet and/or maintain operational metrics, and/or maintain certain levels of fixed asset investment or employee headcount during the incentive terms.

87 | 2025 10-K

Government incentives related to capital expenditures have reduced property, plant and equipment by $ 5.04 billion as of August 28, 2025, of which $ 3.11 billion pertained to 2025 expenditures.

In 2025, operating income (loss) benefited by $ 588 million ( approximately 87 % in COGS and 13 % in R&D ) from government incentives that reduced depreciation expense and operating incentives, which offset against the related expense in the period the expense was incurred.

The line items on the balance sheet affected by government incentives were as follows:

3 unchanged sentences

Noncurrent unearned government incentives 1,018

Beginning in 2023, we receive a 25 % investment tax credit on qualified investments in U.S.

In addition to the receivables and other noncurrent assets in the table above and cash incentives already received, we had the following commitments from various governmental entities, subject to achievement of certain performance conditions:

As of August 28,

CHIPS Act Funding Agreements

On December 9, 2024, we entered into direct funding agreements with the U.S.

Department of Commerce for up to $ 6.1 billion in direct funding pursuant to the CHIPS Act for a planned fab in Boise, Idaho and two planned fabs in Clay, New York.

On June 11, 2025, we entered into amendments to the direct funding agreements to add a second planned fab in Boise, Idaho and allocated certain award funding from the $ 6.1 billion grants previously awarded to the second planned Idaho fab.

The direct funding for up to $ 6.1 billion remains unchanged.

On June 11, 2025, we also entered into a direct funding agreement with the U.S.

Department of Commerce for up to $ 275 million in direct funding for our fab in Manassas, Virginia.

The direct funding agreement for our fab in Virginia is substantially similar to those for our fabs in Idaho and New York.

The grants under the funding agreements represent total CHIPS Act grants of up to $ 6.4 billion in connection with our U.S.

manufacturing expansion and modernization projects.

Funding will be based on the achievement of construction, tool installation, and wafer production milestones.

We retain discretion with respect to capacity and production volume ramp of each project.

The agreements contain representations, warranties, and covenants that relate to compliance with requirements for awards provided for in the CHIPS Act.

In addition, the agreements include certain events of default and related rights and remedies, including clawbacks related to the failure to complete a project by an agreed upon completion date, violation of CHIPS Act restrictions on certain activities involving foreign countries and entities of concern, and impermissible use or disposition of a project.

We are permitted to make customary and ordinary course recurring dividends (and reasonable ordinary course increases thereof) consistent with our past practice.

There are restrictions on our payment of special and one-time dividends during the five-year period following the Idaho and New York award date of December 9, 2024.

Share repurchases are permitted during the first two years of such five-year period up to amounts specified in the funding agreements to help offset the dilutive effects of employee stock compensation or as otherwise permitted by the U.S.

Department of Commerce.

Share repurchases are not restricted during the final three years of such five-year period if certain financial and other conditions are satisfied.

We may be required to pay upside sharing amounts for a period of up to ten years following the first year in which the cumulative cash flow from a project is positive, if cumulative cash flows from the project exceed a threshold level that is at a significant premium to the baseline projection.

The upside sharing amount would equal a modest sharing percentage of the excess cash flows above the threshold level, but not to exceed 75% of award disbursements for a project, after considering any clawbacks or other repayments.

In addition to the U.S.

commitment amount in the table above, we receive an investment tax credit on qualified investments in U.S.

semiconductor manufacturing under the CHIPS Act.

On July 4, 2025, the One Big Beautiful Bill Act was enacted, which increased the investment tax credit from 25 % to 35 % on qualified investments placed into service after December 31, 2025.

As qualified investments are made, we recognize investment tax credits in receivables or other noncurrent assets.

We have signed a non-binding preliminary memorandum of terms with the U.S.

Department of Commerce for up to $ 6.1 billion in direct funding under the CHIPS Act for our planned fab in Boise, Idaho and the first two planned fabs in Clay, New York.

We are also eligible for federal loans up to $ 7.5 billion.

We have also signed a non-binding term sheet with the state of New York that provides up to $ 5.5 billion in funding for the planned four-fab facility over the next 20-plus years through a combination of tax credits for qualified capital investments and incentives for eligible new job wages.

In addition to the receivables and other noncurrent assets in the table above, as of August 29, 2024, we had aggregate commitments from various governmental entities of up to $ 3.4 billion to be received through 2033, subject to achievement of certain performance conditions.

The commitment amount includes $ 1.8 billion ( 150 billion Indian rupees) for the construction of a new assembly and test facility in Gujarat, India.

We will receive incentives representing 50 % of the total project cost from the Indian central government and 20 % of the total project cost from the state of Gujarat.

The commitment amount also includes up to $ 1.3 billion ( 188 billion Japanese yen) from the Japanese Ministry of Economy, Trade and Industry to support the production of DRAM using EUV lithography in Hiroshima, Japan.

Government incentives related to capital expenditures have reduced property, plant and equipment by $ 2.34 billion as of August 29, 2024, of which $ 1.10 billion pertained to 2024 expenditures.

In 2024, operating income (loss) benefited by $ 588 million ( approximately 85 % in COGS and 15 % in R&D ) from government incentives recognized as a reduction of expense.

Other Government Incentive Commitments

We receive incentives for the construction of a new assembly and test facility in Gujarat, India, representing 50 % of the total project cost from the Indian central government and 20 % of the total project cost from the state of Gujarat.

We also receive incentives from the Japanese Ministry of Economy, Trade and Industry to support the production of DRAM using EUV lithography in Hiroshima, Japan.

Subsequent to August 28, 2025, we finalized a new incentive arrangement with the Japanese Ministry of Economy, Trade and Industry to modernize our Hiroshima, Japan manufacturing facility for an additional commitment amount of up to 500 billion Japanese yen (approximately $ 3.4 billion).

Revenue and Customer Contract Liabilities

5 unchanged sentences

$ 37,378 $ 25,111 $ 15,540

See “Segment and Other Information” for disclosure of disaggregated revenue by market segment.

Segment and Other Information for disclosure of disaggregated revenue by market segment.

Revenue is primarily recognized at a point in time when control of the promised goods is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods.

2 unchanged sentences

As of August 28, 2025, our future performance obligations beyond one year were $ 143 million, which included customer prepayments and other contract liabilities.

Customer prepayments made to secure product supply in future periods and other contract liabilities were $ 907 million as of August 29, 2024, of which $ 766 million was reported in other current liabilities and the remainder in other noncurrent liabilities.

As of August 29, 2024 and August 31, 2023, other current liabilities included $ 718 million and $ 453 million, respectively, for estimates of consideration payable to customers including estimates for pricing adjustments and returns.

As of August 28, 2025 and August 29, 2024, customer prepayments made to secure product supply in future periods and other contract liabilities were $ 169 million and $ 907 million, respectively, of which $ 26 million and $ 766 million were reported in other current liabilities, respectively.

The remainder of the customer prepayments and other contract liabilities were in other noncurrent liabilities.

Revenue recognized during 2025 from the beginning balance as of August 29, 2024 included $ 778 million from shipments against customer prepayments and other contract liabilities.

As of August 28, 2025 and August 29, 2024, other current liabilities included $ 1.19 billion and $ 718 million, respectively, for estimates of consideration payable to customers including estimates for pricing adjustments and returns.

89 | 2025 10-K

In 2023, we received an aggregate of $ 228 million from settlements of insurance claims involving a power disruption in 2022 and an operational disruption in 2017, of which $ 186 million was for business interruption and recognized in revenue.

5 unchanged sentences

$ 39 $ 1 $ 171

In 2023, we initiated a restructure plan in response to challenging industry conditions (the “2023 Restructure Plan”).

Under the 2023 Restructure Plan, we reduced our headcount by approximately 15 % by the end of calendar 2023, through a combination of voluntary attrition and personnel reductions.

In 2023, we initiated a restructure plan in response to challenging industry conditions.

Under the plan, we reduced our headcount by approximately 15 % by the end of calendar 2023, through a combination of voluntary attrition and personnel reductions.

The plan was substantially completed in 2023.

Restructure and asset impairments for 2022 primarily related to the sale of our Lehi, Utah facility to Texas Instruments Incorporated.

83 | 2024 10-K

Other Operating (Income) Expense, Net

For the year ended 2025 2024 2023

Patent license charges $ 57 $ — $ —

Goodwill impairment

Litigation settlement — — 68

Patent cross-license agreement gain

Other 4 ( 51 ) ( 45 )

$ 61 $ ( 251 ) $ 124

(Gain) loss on disposition of property, plant, and equipment

Other Non-Operating Income (Expense), Net

For the year ended 2025 2024 2023

Gain (loss) from changes in currency exchange rates

$ ( 72 ) $ ( 13 ) $ 10

Goodwill impairment

Litigation settlement — 68 —

Loss on debt prepayments

( 59 ) ( 1 ) —

We performed a qualitative assessment for goodwill impairment in 2024 and did not identify any impairment indicators for our reporting units.

Due to 2023 global and macroeconomic challenges, as well as lower expected demand resulting from customer actions to reduce elevated inventory levels, we performed a 2023 quantitative assessment for goodwill impairment for each of our reporting units.

We evaluated the fair value of our reporting units based on an income approach, using a discounted cash flow methodology.

We recognized a $ 101 million charge in 2023, included in other operating income (loss) to impair all of the goodwill assigned to our SBU reporting unit based on our best estimates of projected future cash flows at that time.

The 2023 quantitative assessment for all of our other reporting units yielded fair values that substantially exceeded their carrying values.

Other ( 4 ) ( 17 ) ( 3 )

$ ( 135 ) $ ( 31 ) $ 7

Our income tax (provision) benefit consisted of the following:

10 unchanged sentences

federal ( 118 ) 18 ( 84 )

State — — ( 225 )

Foreign ( 46 ) ( 53 ) 91

16 unchanged sentences

These incentives expire, in whole or in part, at various dates through 2034 and are conditional, in part, upon meeting certain business operations and employment thresholds.

The effect of tax incentive arrangements reduced our tax provision by $ 1.05 billion (benefiting our diluted earnings per share by $ 0.93 ) for 2025.

As a result of low level of profitability and geographic mix of income, the benefit from tax incentive arrangements was not material for 2024 or 2023.

These arrangements reduced our tax provision by $ 1.12 billion ($ 1.00 per diluted share) for 2022.

As of August 28, 2025, certain non-U.S.

30 unchanged sentences

As of August 28, 2025, our net operating loss carryforward amounts and expiration periods, as reported to tax authorities, were as follows:

Year of Expiration Malaysia

Year of Expiration Singapore

2026 - 2030 $ — $ — $ 29 $ — $ 29

21 unchanged sentences

Decreases related to settlement with tax authorities

Reductions due to lapsed statutes of limitations

Ending unrecognized tax benefits $ 735 $ 716 $ 744

As of August 28, 2025, gross unrecognized tax benefits were $ 735 million, which would have an impact of approximately $ 611 million on our effective tax rate in the future, if recognized.

Amounts accrued for interest and penalties related to uncertain tax positions were not significant for any period presented.

Amounts accrued for interest and penalties related to uncertain tax positions were not material for any period presented.

The resolution of tax audits or expiration of statute of limitations could also reduce our unrecognized tax benefits.

8 unchanged sentences

We believe that adequate amounts of taxes and related interest and penalties have been provided, and any adjustments as a result of examinations are not expected to materially adversely affect our business, results of operations, or financial condition.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing broad changes to the U.S.

tax code, including modifications to corporate and international tax provisions, which primarily are effective for us beginning in 2026 and 2027.

The aggregate impact of the OBBBA remains uncertain.

We will continue to monitor future developments, including regulatory guidance and interpretations, which could have a material impact.

93 | 2025 10-K

Earnings Per Share

7 unchanged sentences

Diluted 7.59 0.70 ( 5.34 )

87 | 2024 10-K

Antidilutive potential common shares excluded from the computation of diluted earnings per share, that could dilute basic earnings per share in the future, were as follows at the end of the periods shown:

2 unchanged sentences

Segment and Other Information

Segment information reported herein is consistent with how it is reviewed and evaluated by our chief operating decision maker.

We initiated a strategic reorganization of our business units to a market segment-focused business unit structure, with AI growth opportunities in every business unit.

We completed the reorganization of our operations and organizational structure and began to manage operations under our new segment structure effective in the fourth quarter of 2025.

As high-performance memory and storage become increasingly vital to drive the growth of AI, this business unit reorganization allows us to stay at the forefront of innovation in each market segment through deeper customer engagement and to address the dynamic needs of the industry.

All prior-period segment amounts have been retrospectively adjusted to reflect the way our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), assesses the performance of our segments based on segment revenue, cost of goods sold, operating expenses, and operating income (loss).

The segment information reported herein is regularly provided to and reviewed and evaluated by our CODM to budget, forecast, and decide how to allocate resources for capital investments, human capital, and other strategic investments across our segments.

There are no changes to our Consolidated Financial Statements for any prior periods.

We have the following four business units, which are our reportable segments:

Compute and Networking Business Unit (“CNBU”) :

Includes memory products and solutions sold into the data center, PC, graphics, and networking markets.

Mobile Business Unit (“MBU”) :

Includes memory and storage products sold into the smartphone and other mobile-device markets.

Embedded Business Unit (“EBU”) :

Includes memory and storage products and solutions sold into the intelligent edge through the automotive, industrial, and consumer embedded markets.

Storage Business Unit (“SBU”) :

Includes SSDs and component-level storage solutions sold into the data center, PC, and consumer markets.

• Cloud Memory Business Unit (“CMBU”):

Focused on memory solutions for large hyperscale cloud customers, and HBM for all data center customers.

• Core Data Center Business Unit (“CDBU”):

Focused on memory solutions for mid-tier cloud, enterprise, and OEM data center customers and storage solutions for all data center customers.

• Mobile and Client Business Unit (“MCBU”):

Focused on memory and storage solutions for the mobile and client segments.

• Automotive and Embedded Business Unit (“AEBU”):

Focused on memory and storage solutions for the automotive, industrial, and consumer segments.

Our other operations do not meet the thresholds of a reportable segment and are reported under All Other.

Certain operating expenses directly associated with the activities of a specific segment are charged to that segment.

Other indirect operating income and expenses are generally allocated to segments based on their respective percentage of cost of goods sold or forecasted wafer production.

We do not identify or report internally our assets (other than goodwill) or capital expenditures by segment, nor do we allocate gains and losses from equity method investments, interest, other non-operating income or expense items, or taxes to segments.

As of August 29, 2024 and August 31, 2023, CNBU, MBU, and EBU had goodwill of $ 855 million, $ 198 million, and $ 97 million, respectively.

Certain income and expenses are not allocated to segments because our CODM does not consider these amounts in the assessment of the performance of our segments.

The unallocated amounts primarily include stock-based compensation, the impact of inventory NRV write-downs, gains and losses from settlements, restructure and asset impairment, and goodwill impairment.

For the year ended 2025

CNBU $ 9,513 $ 5,710 $ 13,693

MBU 6,354 3,630 7,260

EBU 4,614 3,637 5,235

SBU 4,592 2,553 4,553

All Other 38 10 17

Total revenue

CMBU CDBU MCBU

AEBU All Other Unallocated

Revenue $ 13,524 $ 7,229 $ 11,859 $ 4,753 $ 13 $ — $ 37,378

Cost of goods sold 5,867 3,995 8,650 3,566 14 413 22,505

Gross margin 7,657 3,234 3,209 1,187 ( 1 ) ( 413 ) 14,873

Research and development 1,315 864 836 435 — 348 3,798

Selling, general, and administrative 213 188 390 195 — 219 1,205

Restructure and asset impairment

— — — — — 39 39

Other operating (income) expense, net — 2 2 — — 57 61

Operating income (loss) $ 6,129 $ 2,180 $ 1,981 $ 557 $ ( 1 ) $ ( 1,076 ) $ 9,770

CNBU $ 980 $ ( 585 ) $ 5,844

MBU 114 ( 1,750 ) 2,160

EBU 199 382 1,752

SBU ( 362 ) ( 1,887 ) 513

All Other 17 8 12

948 ( 3,832 ) 10,281

Lower costs from sale of inventory written down in prior periods 987 844 —

Patent cross-license agreement 200 — —

Stock-based compensation

For the year ended 2024

CMBU CDBU MCBU

AEBU All Other Unallocated

Revenue $ 3,792 $ 4,984 $ 11,667 $ 4,631 $ 37 $ — $ 25,111

Cost of goods sold 2,677 3,638 10,222 3,598 20 ( 657 ) 19,498

Gross margin 1,115 1,346 1,445 1,033 17 657 5,613

Research and development 769 960 994 425 — 282 3,430

Selling, general, and administrative 107 139 485 186 ( 1 ) 213 1,129

Restructure and asset impairment

— — — — — 1 1

Other operating (income) expense, net ( 5 ) ( 8 ) ( 33 ) ( 10 ) — ( 195 ) ( 251 )

Operating income (loss) $ 244 $ 255 $ ( 1 ) $ 432 $ 18 $ 356 $ 1,304

For the year ended 2023

CMBU CDBU MCBU

AEBU All Other Unallocated

Revenue $ 1,872 $ 2,124 $ 7,394 $ 4,139 $ 11 $ — $ 15,540

Cost of goods sold 1,801 1,967 9,072 2,905 4 1,207 16,956

Gross margin 71 157 ( 1,678 ) 1,234 7 ( 1,207 ) ( 1,416 )

Research and development 755 622 1,122 389 — 226 3,114

Selling, general, and administrative 90 104 414 176 ( 1 ) 137 920

Restructure and asset impairment

— — — — — 171 171

Other operating (income) expense, net ( 6 ) ( 6 ) ( 25 ) ( 11 ) — 172 124

Operating income (loss) $ ( 768 ) $ ( 563 ) $ ( 3,189 ) $ 680 $ 8 $ ( 1,913 ) $ ( 5,745 )

95 | 2025 10-K

The table below presents the unallocated amounts:

For the year ended

2025 2024 2023

Cost of goods sold:

Stock-based compensation $ 409 $ 312 $ 201

Provision to write down inventories to net realizable value

Lower costs from sale of inventory written down in prior periods

— ( 987 ) ( 844 )

413 ( 657 ) 1,207

Research and development:

Stock-based compensation 347 296 226

Selling, general, and administrative:

Stock-based compensation 219 213 137

Restructure and asset impairment:

Other operating (income) expense, net:

Patent license charges 57 — —

Goodwill impairment

Litigation settlement — — 68

Other ( 9 ) ( 22 ) ( 30 )

Patent cross-license agreement gain

57 ( 195 ) 172

Total operating income (loss)

Total unallocated amounts

$ 1,076 $ ( 356 ) $ 1,913

1 unchanged sentence

For the year ended

CNBU $ 2,760 $ 2,512 $ 2,766

MBU 2,002 2,149 1,725

EBU 1,491 1,324 1,280

SBU 1,501 1,751 1,323

2025 2024 2023

CMBU $ 2,260 $ 1,112 $ 909

CDBU 1,530 1,434 1,020

MCBU 3,177 3,762 4,319

AEBU 1,375 1,447 1,486

All Other 5 7 3

1 unchanged sentence

$ 8,352 $ 7,780 $ 7,756

89 | 2024 10-K

As a result of reorganizing our segments in the fourth quarter of 2025, we reallocated goodwill among our reporting units on a relative fair value basis.

We performed a quantitative goodwill impairment assessment for each of our reporting units immediately before and after our business unit reorganization.

We concluded based on both our pre- and post-reorganization impairment assessments that goodwill was not impaired.

As of August 28, 2025, CMBU, CDBU, MCBU, and AEBU had goodwill of $ 654 million, $ 109 million, $ 284 million, and $ 103 million, respectively.

We performed a qualitative assessment for goodwill impairment in 2024 and did not identify any impairment indicators for our reporting units.

Due to global and macroeconomic challenges, as well as lower expected demand resulting from customer actions to reduce elevated inventory levels, in 2023, we performed a quantitative assessment for goodwill impairment for each of our reporting units.

We evaluated the fair value of our reporting units based on an income approach, using a discounted cash flow methodology.

We recognized a $ 101 million charge in 2023, included in other operating income (loss) to impair all of the goodwill assigned to our former Storage Business Unit based on our best estimates of projected future cash flows at that time.

Certain Concentrations

Revenue by market segment as a percent of total revenue, rounded to the nearest 5%, is presented in the table below:

For the year ended 2024 2023 2022

Data center and networking

35 % 25 % 35 %

25 % 25 % 25 %

PC, graphics, and other

25 % 30 % 25 %

Intelligent edge – automotive, industrial, and consumer embedded

20 % 25 % 15 %

Percentages of total revenue may not total 100% due to rounding.

Revenue from one customer was 10 % (primarily included in MBU, EBU, and CNBU segments) of total revenue for 2024.

Our business units are based on market segments.

Segment and Other Information for disclosure of disaggregated revenue by market segment.

Revenue from one customer was 17 % (primarily included in the CMBU segment) of total revenue for 2025.

Revenue from one customer was 10 % (primarily included in the MCBU, AEBU, and CMBU segments) of total revenue for 2024.

No customer accounted for 10% or more of total revenue in 2023.

Revenue from one customer was 12 % (primarily included in CNBU and SBU segments) and another customer was 11 % (primarily included in MBU, CNBU, and EBU segments) of total revenue in 2022.

We generally have multiple sources of supply for our raw materials and production equipment;

however, only a limited number of suppliers are capable of delivering certain raw materials and production equipment that meet our standards and, in some cases, materials or production equipment are provided by a single supplier.

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, money market accounts, certificates of deposit, fixed-rate debt securities, trade receivables, share repurchase, and derivative contracts.

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, money market accounts, certificates of deposit, fixed-income securities, trade receivables, share repurchase, and derivative contracts.

We invest through high-credit-quality financial institutions and, by policy, generally limit the concentration of credit exposure by restricting investments with any single obligor and monitor credit risk of bank counterparties on an ongoing basis.

4 unchanged sentences

We seek to mitigate such risk by limiting our counterparties to major financial institutions and through entering into master netting arrangements.

97 | 2025 10-K

Geographic Information

1 unchanged sentence

For the year ended 2025 2024 2023

United States $ 13,168 $ 7,805 $ 16,026

$ 24,113 $ 13,168 $ 7,805

Taiwan 5,672 4,708 2,697

11 unchanged sentences

Japan 7,038 7,085

United States 6,508 5,196

Malaysia 1,124 1,153

1 unchanged sentence

$ 47,326 $ 40,394

91 | 2024 10-K

Report of Independent Registered Public Accounting Firm

19 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

99 | 2025 10-K

Definition and Limitations of Internal Control over Financial Reporting

8 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Net Realizable Value of Finished Goods and Work in Process Inventories

As described in the Inventories note to the consolidated financial statements, as of August 29, 2024, the Company had a net inventory balance for finished goods and work in process inventory totaling $8.1 billion.

As disclosed by management, determining the net realizable value of the Company's finished goods and work in process inventories involves significant judgments, including projecting future average selling prices, future sales volumes, and future cost per part.

Differences in future average selling prices used in calculating lower of cost or net realizable value adjustments can result in significant changes in the estimated net realizable value of finished goods and work in process inventories and accordingly the amount of write-down recorded.

The principal considerations for our determination that performing procedures relating to the net realizable value of finished goods and work in process inventories is a critical audit matter are (i) the significant judgment by management in determining the net realizable value of finished goods and work in process inventories and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumption related to future average selling prices.

93 | 2024 10-K

Accounting for the U.S.

CHIPS Act Funding Agreements

As described in Notes 1 and 20 to the consolidated financial statements, the Company has entered into direct funding agreements with the U.S.

Department of Commerce for up to $6.4 billion in direct funding pursuant to the U.S.

CHIPS Act for the Company’s U.S.

manufacturing expansion and modernization projects in Idaho, New York, and Virginia.

Funding will be based on the achievement of construction, tool installation, and wafer production milestones.

The agreements contain representations, warranties, and covenants that relate to compliance with requirements for awards provided for in the U.S.

CHIPS Act restrictions on certain activities involving foreign countries and entities of concern, and impermissible use or disposition of a project.

Incentives related to the acquisition or construction of property, plant and equipment are recognized as a reduction in the carrying amounts of the related assets and as a reduction of subsequent depreciation expense over the useful lives of the assets.

For each project, the Company estimates the total expected project costs and recognizes a proportionate benefit as qualified project costs are incurred.

As the estimated total expected qualified project cost changes, the Company adjusts the estimate of the recognized proportionate benefit.

The principal considerations for our determination that performing procedures relating to accounting for the U.S.

CHIPS Act funding agreements is a critical audit matter are (i) the significant judgment by management in assessing the accounting for the funding agreements, including the recognition of the proportionate benefit and the impacts of potential outcomes associated with compliance with covenants related to events of default and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s assessment of the accounting for the funding agreements, including the assessment of the proportionate benefit and the compliance with covenants.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s determination of the net realizable value of finished goods and work in process inventories.

These procedures also included, among others (i) testing management's process for determining the net realizable value of finished goods and work in process inventories;

(ii) evaluating the appropriateness of management’s methodology;

(iii) testing the completeness and accuracy of underlying data used in determining the net realizable value;

and (iv) evaluating the reasonableness of management's significant assumption related to future average selling prices.

Evaluating management's assumption related to future average selling prices involved considering (i) current and past sales (ii) the consistency with external market and industry data;

(iii) a comparison of the prior year estimates to actual average selling prices in the current fiscal year;

and (iv) whether the assumption was consistent with evidence obtained in other areas of the audit.

These procedures included testing the effectiveness of controls relating to management’s assessment of the accounting for the U.S.

CHIPS Act funding agreements, including controls over the recognition of the proportionate benefit and compliance with covenants related to events of default and the related disclosures.

These procedures also included, among others (i) evaluating the completeness and accuracy of management’s identification of key terms and conditions by obtaining and inspecting

CHIPS Act funding agreements;

(ii) evaluating whether the principal criteria, including milestone attainment and capital expenditures, for recognizing government incentives are probable, that the terms of the incentives are met, and that the incentives will be received;

(iii) evaluating the reasonableness of management’s estimate of the total expected project costs and recognition of a proportionate benefit;

(iv) tracing cash payments received from the U.S.

Department of Commerce to supporting documentation, such as bank statements;

and (v) evaluating the sufficiency of the Company’s disclosures related to the U.S.

CHIPS Act funding agreements.

/s/ PricewaterhouseCoopers LLP

2 unchanged sentences

We have served as the Company’s auditor since 1984.

101 | 2025 10-K

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data