Western Digital (WDC) plans $858.4M exchange of 2028 convertible notes
Rhea-AI Filing Summary
Western Digital Corporation entered into privately negotiated exchange agreements covering approximately $858.4 million aggregate principal amount of its 3.00% Convertible Senior Notes due 2028. Holders of these notes will receive cash equal to the principal plus any accrued and unpaid interest.
They will also receive Western Digital common stock for the remaining value of the exchanged notes, calculated using the volume-weighted average price of the stock over a two-day measurement period on June 3–4, 2026. The exchange transactions are expected to close on or after June 5, 2026, subject to customary closing conditions, and are being executed under a private offering exemption from registration.
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Insights
Western Digital restructures $858.4M of 2028 convertible debt using cash plus stock.
Western Digital is exchanging approximately $858.4 million of its 3.00% Convertible Senior Notes due 2028 through privately negotiated agreements. Noteholders receive cash equal to principal and accrued interest, plus common shares reflecting the residual economic value.
The number of shares is tied to the volume-weighted average price over June 3–4, 2026, so equity issued will depend on trading levels in that window. These transactions are exempt from registration under Section 4(a)(2), and are expected to close on or after June 5, 2026, subject to customary conditions.
8-K Event Classification
Key Figures
Key Terms
Convertible Senior Notes financial
volume-weighted average price financial
Exchange Transactions financial
Section 4(a)(2) regulatory
customary closing conditions financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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 an exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 8.01 | Other Events. |
On June 2, 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 $858.4 million aggregate principal amount of Notes (the “Exchange Notes”) held by them for (i) an amount in cash equal to the sum of (x) the aggregate principal amount of the Exchange Notes and (y) any 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 value of the Exchange Notes as if they had been converted using the volume-weighted average price of the Company’s common stock over a two-day measurement period on June 3-4, 2026 (such transactions, the “Exchange Transactions”). These Exchange Transactions are expected to close on or after June 5, 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: June 3, 2026 | ||||||
| By: | /s/ Cynthia Tregillis | |||||
| Name: | Cynthia Tregillis | |||||
| Title: |
Executive Vice President, Chief Legal Officer and Secretary | |||||