Western Digital to Exchange $858.4M Convertible Notes

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.

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.

Insights

Capital structure analyst

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

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Notes exchanged: $858.4 million aggregate principal Coupon rate: 3.00% VWAP measurement period: June 3–4, 2026 +3 more

6 metrics

Notes exchanged $858.4 million aggregate principal 3.00% Convertible Senior Notes due 2028 to be exchanged

Coupon rate 3.00% Interest rate on Convertible Senior Notes due 2028

VWAP measurement period June 3–4, 2026 Two-day period used to determine exchange share value

Cash consideration Principal plus accrued interest Cash paid for exchanged notes’ principal and unpaid interest

Securities Act exemption Section 4(a)(2) Exemption relied on for issuing exchange shares

Expected closing date On or after June 5, 2026 Anticipated closing for the exchange transactions

Key Terms

Convertible Senior Notes, volume-weighted average price, Exchange Transactions, Section 4(a)(2), +1 more

5 terms

Convertible Senior Notes financial

"holders of its 3.00% Convertible Senior Notes due 2028 (the “Notes”)."

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

volume-weighted average price financial

"as if they had been converted using the volume-weighted average price of the Company’s common stock"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Exchange Transactions financial

"such transactions, the “Exchange Transactions”)."

Section 4(a)(2) regulatory

"in reliance upon an exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

customary closing conditions financial

"These Exchange Transactions are expected to close on or after June 5, 2026, subject to satisfaction of customary closing conditions."

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Western Digital (WDC) doing with its 3.00% Convertible Senior Notes due 2028?

Western Digital is entering privately negotiated exchange agreements for about $858.4 million of its 3.00% Convertible Senior Notes due 2028. Noteholders will receive cash equal to principal plus interest and additional common stock reflecting the remaining note value.

How much of Western Digital (WDC) convertible debt is involved in the exchange?

The exchange covers approximately $858.4 million aggregate principal amount of Western Digital’s 3.00% Convertible Senior Notes due 2028. This amount, called the Exchange Notes, will be settled with a mix of cash and newly issued common shares to participating holders.

How will the number of Western Digital (WDC) shares in the exchange be determined?

The number of Western Digital common shares, called the Exchange Shares, will reflect the remaining value of exchanged notes. It is calculated as if converted using the stock’s volume-weighted average price over a two-day measurement period on June 3–4, 2026.

When are Western Digital (WDC) exchange transactions expected to close?

The exchange transactions are expected to close on or after June 5, 2026. Completion depends on satisfaction of customary closing conditions, reflecting standard requirements that must be met before the exchanges of notes for cash and stock become effective.

Under what securities law exemption is Western Digital (WDC) issuing the exchange shares?

Western Digital will issue the exchange shares in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933. This allows privately negotiated exchanges with qualified holders without registering the securities in a public offering.

Are Western Digital (WDC) exchange agreements conducted through a public offering?

No, the exchange agreements are separate, privately negotiated transactions with certain holders of the 3.00% Convertible Senior Notes due 2028. The related exchange shares will be issued under Section 4(a)(2), an exemption from public registration requirements for non-public offerings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 08:00 AM Learn about SEC filing dates

WESTERN DIGITAL CORP false 0000106040 0000106040 2026-06-02 2026-06-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2026

WESTERN DIGITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-08703		33-0956711
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5601 Great Oaks Parkway
San Jose, California		95119
(Address of Principal Executive Offices)		(Zip Code)

(408) 717-6000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share		WDC		The Nasdaq Stock Market LLC
				(Nasdaq Global Select Market)

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 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

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB