美光科技美股招股说明书(2025-04-25版)

Micron Technology, Inc. is offering $500,000,000 aggregate principal amount of 5.65% senior notes due 2032 (the “2032 notes”) and$1,250,000,000 aggregate principal amount of 6.05% senior notes due 2035 (the “2035 notes”, and together with the 2032 notes, the “notes”). The2032 notes and the 2035 notes are each referred to herein as a series of notes. The 2032 notes will bear interest at the rate of 5.65% per year and the 2035 notes will bear interest at the rate of 6.05% per year. Interest on eachseries of notes will be payable semi-annually in arrears on May1 and November1 of each year, beginning November1, 2025. The 2032 notes will mature on November1, 2032 and the 2035 notes will mature on November1, 2035. We may redeem some or all of the notes, at any time or from time to time, at a redemption price equal to the greater of (i)a make-whole amount(as described in the section entitled “Description of the Notes — Optional Redemption”) and (ii)100% of the principal amount of the notes to beredeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. In addition, we may redeem the 2032 notes, in wholeor in part, at any time from or after September1, 2032, and the 2035 notes, in whole or in part, at any time from or after August1, 2035, in eachcase, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, butexcluding, the redemption date. See “Description of the Notes — Optional Redemption” in this prospectus supplement for more information. Wewill be required to make an offer to purchase each series of the notes, at a price equal to 101% of their principal amount, plus accrued and unpaidinterest to, but excluding, the date of purchase, upon the occurrence of a Change of Control Triggering Event (as defined herein) with respect tosuch series. See the section entitled “Description of the Notes — Repurchase of Notes Upon a Change of Control Triggering Event” for moreinformation. The notes will be our senior unsecured obligations and will rank equally with all of our other existing and future unsecured and unsubordinatedindebtedness from time to time outstanding. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-5for a discussion of certain risks that should beconsidered in connection with an investment in the notes. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notesor determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. (1)Plus accrued interest, if any, from April 29, 2025. (2)The underwriters have agreed to reimburse us for certain expenses in connection with the offering. See “Underwriting.” Interest on the notes will accrue from April 29, 2025. The notes will be issued in registered, book-entry form only without interest coupons, inminimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will not be listed on any securities exchange.Currently there is no public market for the notes. The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company and itsparticipants, including Euroclear Bank S.A./N.V and Clearstream Banking, S.A., on or about April 29, 2025, which will be the third business dayfrom the date of the pricing of the notes. Siebert Williams Shank TABLE OF CONTENTS Prospectus Supplement PageCautionary Note on Forward-Looking StatementsS-iiAbout this Prospectus SupplementS-ivSummaryS-1Risk FactorsS-5Use of ProceedsS-9Cash and CapitalizationS-10Description of the NotesS-11Material U.S. Federal Income Tax ConsequencesS-34UnderwritingS-39Validity of SecuritiesS-45ExpertsS-45Where You Can Find More InformationS-45 PageAbout This Prospectus1Where You Can Find More Information; Incorporation By Reference2The Company4Risk Factors5Use of Proceeds6Description of Securities7Plan of Distribution8Legal Matters9Experts9 CAUTIONARY NOTE ON FORWARD-LOOKINGSTATEMENTS This prospectus supplement, the accompanying prospectus and the information incorporated herein andtherein by reference contain trend information and other forward-looking statements that involve anumber of risks and uncertainties. Such forward-looking statements may be identified by words such as“anticipate,” “expect,” “intend,” “pledge,” “committed,” “plan,” “opportunities,” “future,” “believe,” “target,”“on track,” “estimate,” “continue,” “likely,” “may,” “will,” “would,” “should,” “could,” and variations of suchwords and similar expressions. However, the absence of these words or similar expressions does notmean that a statement is not forward-looking. Specific forward-looking statements include, but are not limited to statements such as those maderegarding: ••••••••••••••••expected production ramp of certain products;plan