Western Digital (WDC) to exchange 1.04M Sandisk shares for its own stock
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Western Digital Corporation entered into privately negotiated exchange agreements with certain institutional investors. The company agreed to exchange 1,038,681 shares of Sandisk Corporation common stock it holds for shares of Western Digital common stock held by those investors.
The number of Western Digital shares to be exchanged will be based on the volume-weighted average prices of Sandisk stock and Western Digital common stock over a three-day measurement period on June 16-18, 2026. The exchange transactions are expected to close on June 22, 2026, subject to customary closing conditions.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 8.01 — Other Events
1 item
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Sandisk shares to be exchanged: 1,038,681 shares
VWAP measurement period: June 16-18, 2026
Expected closing date: June 22, 2026
3 metrics
Sandisk shares to be exchanged
1,038,681 shares
Aggregate Sandisk common stock held by Western Digital to be swapped
VWAP measurement period
June 16-18, 2026
Three-day period to set exchange share counts
Expected closing date
June 22, 2026
Planned completion of the exchange transactions, subject to conditions
Key Terms
privately negotiated exchange agreements, volume-weighted average prices, customary closing conditions
3 terms
privately negotiated exchange agreements financial
"entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”)"
volume-weighted average prices financial
"determined by the volume-weighted average prices of Sandisk Stock and the Company’s common stock"
Volume-weighted average price (VWAP) is the average trading price of a stock over a set period, where each trade’s price is weighted by how many shares were exchanged, so large trades influence the average more than small ones. Investors and traders use VWAP like a yardstick to judge whether a trade occurred at a good price relative to the market overall, similar to comparing the average price per pound when shopping where bigger purchases shift the average.
customary closing conditions financial
"expected to close on June 22, 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
What transaction did Western Digital (WDC) announce on June 11, 2026?
Western Digital entered into privately negotiated exchange agreements with institutional investors. It will swap 1,038,681 shares of Sandisk common stock it holds for Western Digital common stock held by those investors, in a share-for-share exchange structure.
Who are the counterparties in Western Digital’s (WDC) exchange agreements?
The counterparties are certain institutional investors that currently hold Western Digital common stock. Western Digital will deliver Sandisk common shares it holds in exchange for Western Digital common shares held by these institutional investors.
