AddedRisk Factors
•labor disputes, union activity, work stoppages, or other disruptions at our manufacturing facilities;
The 10-K against last year's
116 changes: 28 added, 11 removed, 76 reworded, 1 quiet changes
10-K 0000723125-26-000023 (2026-10-09) vs 10-K 0000723125-25-000028 (2025-10-03)
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 302 words changed in this paragraph; it is 35% similar to last year's version.
In 2025, 2026, over half of our total revenue came from our top ten customers. Among our end markets, approximately one-half 60% of our total revenue was concentrated in the data center end market. A disruption in our relationship with any of our top customers or a significant decrease in demand for our data center products, including due to disruptions or delays in the build-out of data centers by our customers and partners, or in the overall data center end market, could adversely affect our business. We could experience fluctuations in our customer base Particularly with respect to data center build outs, supply constraints or the mix of availability issues with respect to any one component have had and may continue to have a broader revenue by customer or end market, as markets and strategies evolve. Demand for our products may fluctuate due to factors beyond our control. Our inability to qualify our products to meet customer or end market requirements could adversely impact our revenue. A meaningful change in inventory strategy by our top customers or in certain end markets could impact our industry bit demand growth outlook. In addition, any consolidation of our customers or consolidation of significant end markets could limit the opportunity for sale of our products. The loss of, or restrictions on impact. For example, our ability to sell to, one or more certain products has been and could be impeded if components necessary for the finished products are not available from third parties. In addition, the build-out of data centers by our major customers or in certain end markets, and partners requires significant energy capacity, water, and capital, and any shortage of these and other necessary resources, any stakeholder opposition to data center development, or any significant reduction delays in orders the build-out of data centers, could impact our future revenue and financial performance. In addition, access to capital for our customers could be constrained, which may cause companies to face difficulties securing financing for large-scale infrastructure projects. These limitations could delay customer and partner deployments or a shift in product mix, could have a material adverse effect on our business, results reduce the scale of operations, or financial condition. See Part II, Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 28. Certain Concentrations.
Source: Item 1A, 10-K 0000723125-26-000023 vs Item 1A, 10-K 0000723125-25-000028
MD&A 186 words changed in this paragraph; it is 30% similar to last year's version.
AI-driven memory and storage demand is accelerating and growth is outpacing industry supply. In 2025, 2026, we benefited continued to benefit from substantial improvements in DRAM pricing, volumes pricing and margins as compared to 2024, margins, reflecting strong demand growth, driven in large part by the continued advancement of AI. During 2025, we shifted a portion of our DRAM supply to The AI-driven growth in the data center has accelerated demand for memory and hyperscale cloud markets storage at a rate greater than our ability and the industry’s ability to meet the strong demand fueled by AI, with emphasis on HBM products, resulting in a revenue mix weighted more prominently toward segments experiencing higher growth. The pivot to higher-growth segments, together with our strong execution, robust overall industry DRAM demand, and constrained supply, increase supply. This has led to decisions on supply allocation that may impact certain customers and end markets. Robust overall DRAM and NAND demand and constrained supply has led to increased pricing and improved the profitability across our DRAM portfolio. In 2025, NAND revenue increased from 2024 on higher bit shipments due to demand growth. The 2025 NAND gross margin percentage increased from 2024 due to cost reductions. We continue to prudently manage our NAND business to ensure we align our supply growth and technology node cadence with our projections of the demand environment.
Source: Item 7, 10-K 0000723125-26-000023 vs Item 7, 10-K 0000723125-25-000028
Accounting Policies 145 words changed in this paragraph; it is 41% similar to last year's version.
Revenue is primarily recognized at a point in time when control of the promised goods is transferred to our customers in at an amount that reflects the consideration we expect to be entitled to in exchange for those goods. Contracts with certain of our customers are generally short-term in duration at fixed, negotiated prices duration. We also have strategic customer agreements structured as take-or-pay agreements, with payment binding commitments for specific contractually enforceable volumes over the multi-year contract terms. Pricing for our contracts is either fixed or periodically negotiated, with the majority of the strategic customer agreements having pricing that is subject to minimum and maximum bands. For all of our contracts, payments are generally due shortly after delivery. We estimate a liability for returns using the expected value method based on historical returns. In addition, we generally offer price protection to our distributors, which is a form of variable consideration that decreases the transaction price. We use the expected value method, based on historical price adjustments and current pricing trends, to estimate the amount of revenue recognized from sales to distributors. Differences between the estimated and actual amounts are recognized as adjustments to revenue.
Source: Item 8, Note 1 – Significant Accounting Policies, 10-K 0000723125-26-000023 vs Item 8, Note 1 – Significant Accounting Policies, 10-K 0000723125-25-000028
Legal Proceedings 93 words changed in this paragraph; it is 35% similar to last year's version.
On November 9, 2023, Yangtze Memory Technologies Company, Ltd. (“YMTC”) May 19, 2025, Netlist filed a patent infringement complaint against Micron Micron, MSP, and MTEC in E.D. Tex. alleging that one of its subsidiaries in U.S. patent is infringed by our HBM products. On March 6, 2026, the E.D. Tex. transferred the case to the U.S. District Court for the Northern District of California (“N.D. Cal.”). The Delaware (“D. Del.”) pursuant to a motion by Micron to dismiss or transfer for improper venue. On July 28, 2025, Netlist filed an additional complaint alleges against Micron, MSP, and MTEC in E.D. Tex. alleging that eight one U.S. patents are patent is infringed by certain of our 3D NAND products. The DIMMs.
Source: Item 3, via Note 11 – Contingencies, 10-K 0000723125-26-000023 vs Item 3, via Note 14 – Contingencies, 10-K 0000723125-25-000028
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of MU's Risk Factors and MD&A, 10-K 2026-10-09 against 10-K 2025-10-03. Each links to the text at sec.gov.
AddedRisk Factors
•increases in capital expenditures, including start-up or other costs associated with capacity expansions;
AddedRisk Factors
•timely complete facility expansions and transitions of products to new fabrication facilities;
AddedRisk Factors
•issues arising from cultural, language or compensation differences, and labor unrest;
AddedRisk Factors
In 2026, over half of our total revenue came from our top ten customers. Among our end markets, approximately 60% of our total revenue was concentrated in the data center end market. A disruption in our relationship with any of our top customers or a significant decrease in demand for our data center products, including due to disruptions or delays in the build-out of data centers by our customers and partners, or in the overall data center end market, could adversely affect our business. Particularly with respect to data center build outs, supply constraints or availability issues with respect to any one component have had and may continue to have a broader revenue impact. For example, our ability to sell certain products has been and could be impeded if components necessary for the finished products are not available from third parties. In addition, the build-out of data centers by our customers and partners requires significant energy capacity, water, and capital, and any shortage of these and other necessary resources, any stakeholder opposition to data center development, or any delays in the build-out of data centers, could impact our future revenue and financial performance. In addition, access to capital for our customers could be constrained, which may cause companies to face difficulties securing financing for large-scale infrastructure projects. These limitations could delay customer and partner deployments or reduce the scale of
AddedRisk Factors
We could experience fluctuations in our customer base or the mix of revenue by customer or end market, as markets and strategies evolve. Demand for our products may fluctuate due to factors beyond our control. Our inability to qualify our products to meet customer or end market requirements could adversely impact our revenue. A meaningful change in inventory strategy by our top customers or in certain end markets could impact our industry bit demand growth outlook. In addition, any consolidation of our customers or consolidation of significant end markets could limit the opportunity for sale of our products. While we have entered into, and expect to continue to enter into, strategic customer agreements with certain customers with specific contractually enforceable volumes over the multi-year contract terms, the nature of these agreements still subjects us to risk. Pricing for our contracts is either fixed or periodically negotiated, with the majority of the strategic customer agreements having pricing that is subject to minimum and maximum bands. In connection with these customer agreements, we have received, and expect to continue to receive, customer deposits and letters of credit. Any failure to perform our obligations under these arrangements could subject us to contractual damages or other financial consequences. These arrangements could also constrain our available supply and limit our flexibility to respond to changes in market conditions, and if customers fail to meet their purchase commitments, we may need to enforce our contractual rights, which could result in litigation or disputes that could adversely affect our business, customer relationships, or both, and any such disputes could have a material adverse effect on our business, results of operations, or financial condition. Further, if we are unable to satisfy customer demand and customers are required to purchase products from our competitors, they may shift immediate and future purchases to such competitors, which could harm our customer relationships and adversely impact our access to certain end markets. Efforts by us and our competitors to align supply to long-term customer agreements could contribute to industry supply exceeding demand if customers were to breach their purchase obligations and if overall demand is lower than anticipated. In addition, customer purchases in excess of production needs to satisfy their obligations under long-term agreements may result in elevated customer inventories. If these conditions materialize, they may cause an oversupplied memory and storage market, downward pressure on pricing, and a material adverse effect on our business, results of operations, or financial condition.
AddedRisk Factors
Additionally, AI algorithms or training methodologies may be flawed, and datasets may contain irrelevant, insufficient, or biased information, which can cause errors in outputs. Failures to develop, deploy, or use AI technologies in a safe, responsible, and effective manner, whether by us, our customers, suppliers, partners, or third-party AI providers, could result in product quality issues, operational disruptions, legal liability, regulatory scrutiny, or reputational harm. We manage AI-related risks through our existing cybersecurity, privacy, legal, compliance, information governance, and enterprise risk management processes. However, these processes may not identify or mitigate all risks associated with evolving AI technologies, regulations, and industry practices.
AddedRisk Factors
We rely on a large, skilled workforce to operate our semiconductor manufacturing facilities worldwide. A substantial portion of our global production capacity is concentrated in several of our manufacturing facilities, and our wafer fabrication output depends on their continued, uninterrupted operation.
Show the other 15
AddedRisk Factors
Certain of our employees have formed or joined labor unions, and additional unionization efforts may occur in the future. Labor unions representing a portion of our workforce have been engaged in union organizing and collective bargaining activities, including formal mediations (which, if not successful, could permit strike actions), and public demands for revised incentive structures. Such disputes could escalate rapidly and affect manufacturing output across the industry.
AddedRisk Factors
A strike, work stoppage, slowdown, or other labor action at any of our manufacturing facilities could cause significant business interruption, including the temporary or prolonged cessation of production at one or more fabrication lines. Even a brief disruption could result in substantial losses of production volume, reduced manufacturing yields, damage to work-in-process inventory, and delays in fulfilling customer orders. Such disruptions could also impair our ability to meet delivery schedules under strategic customer agreements, which could result in contractual liability, loss of customer confidence, or diversion of customer demand to competing suppliers.
AddedRisk Factors
The resolution of labor disputes may require us to increase wages, benefits, or incentive compensation, implement new profit-sharing or bonus programs, or make other concessions, any of which could significantly increase our manufacturing costs. We may also incur substantial costs in connection with labor negotiations, mediation or arbitration proceedings, and related legal or advisory expenses. We may not be able to resolve labor disputes on terms acceptable to us, and any resolution may be materially more costly than our existing compensation arrangements.
AddedRisk Factors
We cannot predict whether or when a strike or other work stoppage may occur at our facilities, the duration or severity of any such action, or the extent of any resulting business interruption. Even without actual work stoppage, prolonged labor negotiations, threats of strike action, and related workforce uncertainty may adversely affect employee morale and productivity, increase attrition of skilled employees, complicate our ability to recruit and retain the skilled engineers and technicians essential to our operations, and harm our reputation. Any of the foregoing could have a material adverse effect on our business, results of operations, or financial condition.
AddedMD&A
The evolving industry landscape, characterized by strong long-term customer demand for memory solutions and structurally constrained supply growth, has elevated the strategic importance of memory to our customers’ product roadmaps. As customers increasingly seek to secure committed long-term access to advanced memory technology and committed long-term memory supply, we have experienced increased customer engagement in strategic commitments. In the third and fourth quarters of 2026, we entered into, and expect to continue to enter into, strategic customer agreements. These agreements provide customers with contracted supply assurance and greater pricing visibility, and provide us with greater visibility and improved stability in our business performance.
AddedMD&A
Strategic customer agreements are structured as take-or-pay agreements, with binding commitments for specific volumes over the multi-year contract terms. Pricing for our contracts is either fixed or periodically negotiated, with the majority of the strategic customer agreements having pricing that is subject to minimum and maximum bands. We expect gross margins from our strategic customer agreements with price bands, even at floor pricing levels, to yield gross margins meaningfully above our peak quarterly margins in any past cycle. Accordingly, we believe these agreements accelerate the transformation of our business model and will significantly enhance the durability and predictability of our financial performance.
AddedMD&A
The change in our effective tax rate for 2026 as compared to 2025 was primarily due to the 15% minimum tax Pillar Two Model Rules (“Pillar Two”). Singapore enacted legislation to implement Pillar Two, effective for us in 2026, which largely offsets the benefit from our Singapore tax incentive arrangements. The change in our effective tax rate for 2025 as compared to 2024 was primarily due to changes in profitability.
AddedMD&A
Our primary source of liquidity is cash generated from operations. We also receive significant funding from government assistance and customer deposits associated with strategic customer agreements. In prior years, we have obtained significant financing from capital markets and financial institutions. Cash generated from operations is highly dependent on selling prices for our products, which can vary significantly from period to period.
AddedMD&A
In 2026, we executed strategic customer agreements with a number of customers. These agreements included binding commitments for specific contractually enforceable volumes over the multi-year contract terms. Strategic customer agreements often include substantial customer deposits that are returned to the customer if the customer meets the minimum purchase commitments. If the customer does not meet the minimum purchase commitments, we may retain all or a portion of the deposit. In connection with these strategic customer agreements, we received cash deposits of $12.75 billion in 2026. Nearly all of the deposits are scheduled to be repaid between 2029 and 2031. Certain strategic customer agreements also include terms requiring our customers to maintain letters of credit with third-party financial institutions. Our right to access such letters of credit is contingent upon the occurrence of specified events of default or breach by our customers. Letters of credit are not recognized as revenue unless an event of default or breach has occurred. The aggregate amount of letters of credit issued, or contractually committed to be issued, by third-party financial institutions was $7 billion as of September 3, 2026. In the event of customer default or breach, our contractual recovery rights may include proceeds from letters of credit, rights to decrement customer deposits and other contractual remedies.
AddedMD&A
In 2026, we launched first production starts of our 1α (1-alpha) DDR4 technology in our Manassas, Virginia, fab, which will add to our capability to support the legacy product needs of our customers in auto, industrial, medical, aerospace and defense markets.
AddedMD&A
In August 2026, we announced the establishment of Micron Research Labs, a long-horizon research institution headquartered in Boise, Idaho, supported by a planned investment of approximately $10 billion over the next decade to advance memory, compute and semiconductor manufacturing technologies.
AddedMD&A
•India: Our assembly and test facility in Gujarat commenced commercial shipments and started ramping production in 2026;
AddedMD&A
•Japan: We broke ground in July 2026 on a new cleanroom project at our Hiroshima manufacturing facility as part of our ongoing modernization efforts to support future DRAM technology transitions, including HBM and other AI-driven memory products. The project will expand available cleanroom space and we expect initial output in late calendar 2028, enhancing our advanced memory manufacturing capabilities and supporting future customer demand;
AddedMD&A
•Taiwan: We are modernizing and expanding our existing production capacity for DRAM and HBM products to meet rising market demand. In March 2026, we completed the acquisition of a wafer fabrication facility in Tongluo, Miaoli County, Taiwan, from Powerchip Semiconductor Manufacturing Corporation for cash consideration of $1.8 billion. We expect this site to support meaningful product shipments from the existing fab beginning in mid-calendar 2027. Adding to the existing fab, we have begun construction of a similar-sized second cleanroom at this site.
AddedMD&A
In certain countries outside of the United States, we receive or expect to receive, government incentives related to our investments. The amounts of these government incentives generally offset a portion of our planned investments and require us to meet certain conditions in order to receive such incentives.