Western Digital converts Series A preferred to common
Western Digital Corporation has changed the rights of its security holders by converting its Series A Convertible Perpetual Preferred Stock into common stock.
Rhea-AI Filing Summary
Western Digital Corporation has changed the rights of its security holders by converting its Series A Convertible Perpetual Preferred Stock into common stock. On February 17, 2026, the company exercised its option for a mandatory conversion under the existing Certificate of Designations.
This option became available because the company’s common stock trading price met the condition that it exceed 150% of the stated conversion price for at least 20 trading days within a 30‑day period before the conversion notice. Following this action, all issued and outstanding shares of the preferred series were converted into common shares.
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Insights
Western Digital eliminates a preferred stock layer by converting it into common shares.
Western Digital exercised a contractual right to mandatorily convert its Series A Convertible Perpetual Preferred Stock into common stock once a stock‑price condition was met. The trigger required the common stock to trade above 150% of the conversion price for a sustained period.
This conversion removes that preferred series and leaves holders with common shares, aligning them with the standard equity class. The impact on ownership percentages and earnings allocation is not quantified in the excerpt, so the main takeaway is a simplified capital structure consistent with the terms agreed in 2023.
8-K Event Classification
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Western Digital (WDC) change about its securities on February 17, 2026?
Why was Western Digital able to mandatorily convert its Series A preferred stock?
Which Western Digital security was affected by the February 2026 mandatory conversion?
How does the mandatory conversion affect holders of Western Digital’s preferred stock?
What document governs Western Digital’s mandatory conversion of preferred stock?
When did Western Digital originally issue the Series A Convertible Perpetual Preferred Stock?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 3.03 Material Modification to Rights of Security Holders.
As previously disclosed, Western Digital Corporation (the “Company”) previously issued and sold shares of the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Preferred Stock”), to certain investors in connection with a private placement that closed on January 31, 2023 (the “Closing Date”). Pursuant to the Company’s Certificate of Designations, Preferences and Rights of the Preferred Stock (the “Certificate of Designations”), at any time after the three (3) year anniversary of the Closing Date, the Company has the option to require that all or any portion of the then-outstanding shares of Preferred Stock of the series be converted into shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), at the then applicable conversion price (the “Mandatory Conversion”) if the closing price per Common Stock exceeds 150% of the Conversion Price (as defined in the Certificate of Designations) for at least twenty (20) trading days in any period of thirty (30) consecutive trading days immediately prior to the receipt of the Mandatory Conversion notice by the Preferred Stock holders (the “Holders”).
On February 17, 2026, in connection with the Mandatory Conversion, the Company converted all shares issued and outstanding of Preferred Stock into shares of Common Stock, pursuant to and in accordance with Section 8.2 of the Certificate of Designations.
The foregoing summary of the Mandatory Conversion and the Certificate of Designations does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 1, 2023, which is incorporated herein by reference.
SIGNATURES
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) | ||||||
| February 17, 2026 | ||||||
| By: | /s/ Kris Sennesael | |||||
| Name: | Kris Sennesael | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||