Western Digital discloses 21,289,938 exchange shares
Western Digital Corporation filed an amended report to finalize details of its previously announced exchange of 3.00% Convertible Senior Notes due 2028.
Rhea-AI Filing Summary
Western Digital Corporation filed an amended report to finalize details of its previously announced exchange of 3.00% Convertible Senior Notes due 2028. Holders agreed to exchange approximately $858.4 million aggregate principal amount of these notes for cash and 21,289,938 shares of Western Digital common stock. This amendment is limited to disclosing the exact number of shares to be delivered in the exchange transactions; all other terms from the earlier report remain unchanged.
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Insights
Western Digital completes note-for-equity exchange with 21.3M shares issued.
Western Digital exchanged 3.00% Convertible Senior Notes due 2028 with an aggregate principal amount of $858.4 million for a mix of cash and common stock. The finalized terms include delivery of 21,289,938 shares to participating noteholders.
This type of transaction affects the balance between debt and equity, but the excerpt does not quantify overall leverage or share count context. Subsequent company filings can provide a clearer view of how this exchange fits into Western Digital’s broader capital structure strategy.
8-K Event Classification
Key Figures
Key Terms
Convertible Senior Notes financial
Exchange Transactions financial
exchange agreements financial
aggregate principal amount financial
FAQ
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What did Western Digital (WDC) disclose in this 8-K/A amendment?
What amount of Western Digital’s 3.00% notes is being exchanged?
What are Western Digital’s Exchange Transactions mentioned in the filing?
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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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Securities registered pursuant to Section 12(b) of the Act:
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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 on June 3, 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 $858.4 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 average price of the Company’s common stock over a two-day measurement period on June 3-4, 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 21,289,938 shares of 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: June 8, 2026 | ||||||
| By: | /s/ Cynthia Tregillis | |||||
| Name: | Cynthia Tregillis | |||||
| Title: | Executive Vice President, Chief Legal Officer and Secretary |