Western Digital (NASDAQ: WDC) retires $191M notes with cash and stock
Rhea-AI Filing Summary
Western Digital Corporation (WDC) entered into separate, privately negotiated exchange agreements with certain holders of its 3.00% Convertible Senior Notes due 2028. Holders agreed to exchange approximately $191.0 million aggregate principal amount of these notes for consideration consisting of about $192.7 million in cash (covering principal and accrued and unpaid interest) plus common shares. The number of Exchange Shares will equal the remaining conversion value of the exchanged notes, calculated using the volume-weighted average price of WDC common stock on August 26, 2026. The exchanges are expected to close on or after September 2, 2026, subject to customary closing conditions, and are being conducted under a Section 4(a)(2) Securities Act exemption.
Positive
- Company to retire $191.0 million of 3.00% Convertible Senior Notes due 2028 via exchange transactions, reducing this specific debt.
Negative
- None.
Filing Explained
The signed exchange agreements would result in WDC issuing common shares for the notes’ remaining conversion value, increasing the share count and reducing existing holders’ percentage ownership; closing is expected on or after
8-K Event Classification
Key Figures
Key Terms
Convertible Senior Notes financial
volume-weighted average price financial
Section 4(a)(2) of the Securities Act of 1933 regulatory
customary closing conditions financial
FAQ
What transaction did WDC announce in this Form 8-K?
How much of Western Digital (WDC) debt is covered by the exchange agreements?
What consideration will WDC noteholders receive in the exchange?
When are Western Digital’s (WDC) exchange transactions expected to close?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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).
Emerging growth company
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. |
The information regarding the Exchange Transactions (as defined below) set forth below in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Exchange Shares (as defined below) will be undertaken in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), provided by Section 4(a)(2) of the Act.
| Item 8.01 | Other Events. |
On August 26, 2026, Western Digital Corporation (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 3.00% Convertible Senior Notes due 2028 (the “Notes”). Under the terms of the Exchange Agreements, the holders have agreed to exchange approximately $191.0 million aggregate principal amount of Notes (the “Exchange Notes”) held by them for aggregate consideration consisting of (i) approximately $192.7 million in cash (corresponding to the aggregate principal amount of the Exchange Notes and accrued and unpaid interest on such Exchange Notes), and (ii) a number of shares of common stock of the Company (the “Exchange Shares”) corresponding to the remaining conversion value of the Exchange Notes as if they had been converted using the volume-weighted average price of the Company’s common stock on August 26, 2026 (such transactions, the “Exchange Transactions”). The Exchange Transactions are expected to close on or after September 2, 2026, subject to satisfaction of customary closing conditions.
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 26, 2026 | ||||||
| By: | /s/ Cynthia Tregillis | |||||
| Name: | Cynthia Tregillis | |||||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |||||