Subcortical nuclei of the ascending arousal system play an important role in regulating brain and cognition. However, functional MRI of these nuclei in humans involves unique challenges due to their size and location deep within the brain. Here, we used ultra-high-field MRI and other methodological advances to investigate the activity of six subcortical nuclei during reward anticipation and memory encoding: the locus coeruleus, basal forebrain, median and dorsal raphe nuclei, substantia nigra and ventral tegmental area. Participants performed a monetary incentive delay task, which successfully induced a state of reward anticipation, and a 24-hour delayed surprise memory test. Region-of-interest analyses revealed that activity in all subcortical nuclei increased in anticipation of potential rewards as opposed to neutral outcomes. In contrast, activity in none of the nuclei predicted memory performance 24 hours later. These findings provide new insights into the cognitive functions that are supported by the human ascending arousal system.