MICRON TECHNOLOGY INCMU
MICRON TECHNOLOGY INC Stock Compensation Disclosure
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”).
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 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 -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. Our unvested restricted stock awards generally include dividend equivalent rights.
Restricted Stock Awards activity for 2025 is summarized as follows:
| Number of Shares | Weighted-Average Grant Date Fair Value Per Share | |||||||
Outstanding as of August 29, 2024 | 28 | $ | 65.82 | |||||
| Granted | 11 | 101.15 | ||||||
Vested | (13) | 64.10 | ||||||
Forfeited | (1) | 75.31 | ||||||
Outstanding as of August 28, 2025 | 25 | 82.12 | ||||||
| For the year ended | 2025 | 2024 | 2023 | ||||||||
| Restricted stock award shares granted | 11 | 13 | 17 | ||||||||
| Weighted-average grant-date fair value per share | $ | 101.15 | $ | 72.72 | $ | 55.99 | |||||
Aggregate vesting-date fair value of shares vested | $ | 1,322 | $ | 1,008 | $ | 514 | |||||
Employee Stock Purchase Plan (“ESPP”)
Our ESPP is offered to substantially all employees and permitted eligible employees to purchase shares of our common stock through payroll deductions of up to 15% of their eligible compensation, subject to certain limitations. The purchase price of the shares under the ESPP equals 85% of the lower of the fair market value of our common stock on either the first or last day of each -month offering period. Compensation expense is calculated as of the beginning of the offering period as the fair value of the employees’ purchase rights utilizing the option valuation model and is recognized over the offering period. Grant-date fair value and assumptions used in the Black-Scholes option valuation model were as follows:
| For the year ended | 2025 | 2024 | 2023 | ||||||||
| Weighted-average grant-date fair value per share | $ | 28.99 | $ | 26.82 | $ | 17.06 | |||||
| Average expected life in years | 0.5 | 0.5 | 0.5 | ||||||||
| Weighted-average expected volatility (based on implied volatility) | 47 | % | 41 | % | 37 | % | |||||
| Weighted-average risk-free interest rate | 4.3 | % | 5.2 | % | 5.1 | % | |||||
| Expected dividend yield | 0.5 | % | 0.5 | % | 0.7 | % | |||||
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
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.
Stock-based Compensation Expense
| For the year ended | 2025 | 2024 | 2023 | ||||||||
| Stock-based compensation expense by caption | |||||||||||
| Cost of goods sold | $ | 409 | $ | 312 | $ | 201 | |||||
| Research and development | 347 | 296 | 226 | ||||||||
| Selling, general, and administrative | 219 | 213 | 137 | ||||||||
| Restructure | — | — | (7) | ||||||||
| $ | 975 | $ | 821 | $ | 557 | ||||||
| Stock-based compensation expense by type of award | |||||||||||
| Restricted stock awards | $ | 877 | $ | 749 | $ | 488 | |||||
| ESPP | 98 | 72 | 69 | ||||||||
| $ | 975 | $ | 821 | $ | 557 | ||||||
Income tax benefits related to the tax deductions for share-based awards are recognized only upon the settlement of the related share-based awards. Income tax benefits for share-based awards were $163 million, $140 million, and $68 million for 2025, 2024, and 2023, respectively. Stock-based compensation expense of $96 million and $99 million was capitalized and remained in inventory as of August 28, 2025 and August 29, 2024, respectively. As of August 28, 2025, $1.59 billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the fourth quarter of 2029, resulting in a weighted-average period of 1.2 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Oct 3, 2025 | Showing above |
| 2024 | Oct 4, 2024 | |
| 2023 | Oct 6, 2023 | |
| 2022 | Oct 7, 2022 | |
| 2021 | Oct 8, 2021 | |
| 2020 | Oct 19, 2020 | |
| 2019 | Oct 17, 2019 | |
| 2018 | Oct 15, 2018 | |
| 2017 | Oct 26, 2017 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.