STOCK TITAN

Western Digital (WDC) to exchange 1.04M Sandisk shares for its own stock

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
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.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
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
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.
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WESTERN DIGITAL CORP false 0000106040 0000106040 2026-06-11 2026-06-11
 
 

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 11, 2026

 

 

 

LOGO

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 8.01

Other Events.

On June 11, 2026, Western Digital Corporation (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain institutional investors, pursuant to which the Company agreed to exchange an aggregate of 1,038,681 shares of common stock of Sandisk Corporation (the “Sandisk Stock”) held by it for a number of shares of the Company’s common stock held by such investors (the “Exchange WDC Shares,” and such transactions, the “Exchange Transactions”). The number of Exchange WDC Shares will be determined by the volume-weighted average prices of Sandisk Stock and the Company’s common stock over a three-day measurement period on June 16-18, 2026. These Exchange Transactions are expected to close on June 22, 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 11, 2026
    By:  

/s/ Cynthia Tregillis

    Name:   Cynthia Tregillis
    Title:  

Executive Vice President, Chief Legal

Officer and Secretary

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.

How many Sandisk shares are involved in Western Digital’s (WDC) exchange?

The exchange covers 1,038,681 shares of Sandisk Corporation common stock held by Western Digital. These shares will be swapped for Western Digital common stock owned by participating institutional investors under the agreed exchange terms.

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

The number of Western Digital common shares to be exchanged will be based on volume-weighted average prices for both Sandisk stock and Western Digital stock over a three-day measurement period from June 16 to June 18, 2026.

When is Western Digital’s (WDC) exchange of Sandisk shares expected to close?

The exchange transactions are expected to close on June 22, 2026. Completion is subject to satisfaction of customary closing conditions typically associated with privately negotiated exchange transactions between institutional investors and the company.

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.

Filing Exhibits & Attachments

3 documents