Western Digital to issue 4.65M shares in $191M note swap
Western Digital Corporation (WDC) amended a recent current report to disclose the final equity component of its previously announced note exchanges.
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Rhea-AI Filing Summary
Western Digital Corporation (WDC) amended a recent current report to disclose the final equity component of its previously announced note exchanges. The company had entered into privately negotiated agreements with certain holders of its 3.00% Convertible Senior Notes due 2028 to exchange approximately $191.0 million aggregate principal amount of these notes for cash and shares of common stock. Because the share amount depended on the volume-weighted average price of the stock on August 26, 2026, it was not available earlier. The amendment now states that an aggregate of 4,653,572 Exchange Shares will be delivered in these exchange transactions; all other aspects of the earlier report remain unchanged.
8-K Event Classification
Key Figures
Key Terms
Convertible Senior Notes financial
aggregate principal amount financial
volume-weighted average price financial
Exchange Transactions financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is Western Digital (WDC) disclosing in this Form 8-K/A amendment?
What amount of Western Digital’s 3.00% Convertible Senior Notes due 2028 is being exchanged?
Does the Form 8-K/A change any other terms of Western Digital’s exchange transactions?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02 | Unregistered Sales of Equity Securities. |
As previously reported on a Current Report on Form 8-K filed the morning of August 26, 2026 (the “Original Form 8-K”), Western Digital Corporation (the “Company”) entered into separate, privately negotiated exchange agreements with certain holders of its 3.00% Convertible Senior Notes due 2028 (the “Notes”), pursuant to which such holders have agreed to exchange approximately $191.0 million aggregate principal amount of Notes for cash and shares of common stock of the Company (the “Exchange Shares” and such transactions, the “Exchange Transactions”). The exact number of the Exchange Shares to be delivered in the Exchange Transactions was not available at the time of filing of the Original Form 8-K because such number is calculated using the volume-weighted average price of the Company’s common stock on August 26, 2026.
The Company is filing this Amendment No. 1 to the Original Form 8-K solely for the purposes of disclosing that an aggregate of 4,653,572 Exchange Shares will be delivered in the Exchange Transactions. The Original Form 8-K is not otherwise revised or amended in any way.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WESTERN DIGITAL CORPORATION | ||||||
| (Registrant) | ||||||
| Date: August 27, 2026 | ||||||
| By: | /s/ Cynthia Tregillis | |||||
| Name: | Cynthia Tregillis | |||||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |||||