Western Digital (NASDAQ: WDC) redeems 2029, 2032 notes and ends preferred
Rhea-AI Filing Summary
Western Digital Corporation eliminated a legacy preferred stock class and fully redeemed two series of senior notes. After all outstanding shares of its Series A Convertible Perpetual Preferred Stock were mandatorily converted on February 17, 2026, the company filed a Certificate of Elimination in Delaware, returning those shares to authorized but unissued status.
The company also conditionally called, and then redeemed in full, the entire aggregate principal amount outstanding of its 2.850% Senior Notes due 2029 and 3.100% Senior Notes due 2032. Following repayment of certain other debt on February 19, 2026, liens securing these notes were automatically released, and Western Digital deposited sufficient funds with the trustee on February 23, 2026 to pay the full redemption price plus accrued interest.
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Insights
Western Digital retires two bond issues and cleans up its capital structure.
Western Digital has eliminated its Series A Convertible Perpetual Preferred Stock after all outstanding shares converted, simplifying its equity capital structure. This removes a separate preferred layer and associated terms, leaving those shares as authorized but unissued preferred stock under Delaware law.
The company also redeemed in full its 2.850% Senior Notes due 2029 and 3.100% Senior Notes due 2032, after repaying certain other debt so that the notes no longer required security under the indenture. By depositing funds with the trustee to cover redemption price and accrued interest, Western Digital has extinguished these obligations and their future interest expense.
The overall picture is of balance sheet cleanup and reduced financial complexity. The eventual impact on leverage and liquidity depends on the scale of the notes relative to total debt, which is not detailed here, but retiring entire series of notes generally strengthens flexibility if funded from internally managed sources rather than new borrowing.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 24, 2026, Western Digital Corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Preferred Stock”), pursuant to which the Preferred Stock was eliminated and returned to the status of authorized and unissued preferred shares of the Company. Following the mandatory conversion of the outstanding shares of the Preferred Stock on February 17, 2026, there were no outstanding shares of the Preferred Stock. The Certificate of Elimination became effective with the Secretary of State of the State of Delaware upon filing. The full text of the Certificate of Elimination is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On February 13, 2026, the Company issued a conditional notice of redemption of up to the entire aggregate principal amount outstanding of its 2.850% Senior Notes due 2029 (CUSIP No. 958102AQ8) (the “2029 Notes”) and of its 3.100% Senior Notes due 2032 (CUSIP No. 958102AR6) (the “2032 Notes” and, together with the 2029 Notes, the “Notes”), which were issued pursuant to an indenture, dated as of December 10, 2021 (the “Indenture”), among the Company and U.S. Bank, National Association, as trustee (the “Trustee”) (the “Redemption”). On February 13, 2026, the Trustee provided notice of conditional redemption (the “Redemption Notice”) to the record holders of the Notes in accordance with DTC procedures.
As a consequence of the repayment of certain debt obligations of the Company on February 19, 2026, the Notes are no longer required to be secured pursuant to the terms of the Indenture, and thus all liens and security interests securing the Notes were automatically released.
On February 23, 2026, the Company deposited sufficient funds with the Trustee for the Notes to pay the redemption price payable in respect of all outstanding Notes (in each case, including accrued and unpaid interest thereon to, but excluding, the redemption date). As a consequence of the foregoing, the Company redeemed the Notes in full.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Certificate of Elimination of Series A Convertible Perpetual Preferred Stock of Western Digital Corporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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, thereunto duly authorized.
| Western Digital Corporation | ||
| (Registrant) | ||
| By: | /s/ Cynthia Tregillis | |
| Cynthia Tregillis | ||
| Executive Vice President, Chief Legal Officer and Secretary | ||
Date: February 24, 2026
FAQ
What capital structure changes did Western Digital (WDC) report in this 8-K?
What happened to Western Digital’s Series A Convertible Perpetual Preferred Stock?
Which Western Digital senior notes were redeemed and on what terms?
Why were liens securing Western Digital’s notes released before redemption?
How did Western Digital notify holders about the senior notes redemption?
Does Western Digital’s 8-K include the full Certificate of Elimination text?
Filing Exhibits & Attachments
4 documents