Western Digital (WDC) forces conversion of Series A preferred 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.

Insights

Capital structure analyst

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.

WESTERN DIGITAL CORP false 0000106040 0000106040 2026-02-17 2026-02-17

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): February 17, 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 3.03 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

FAQ

What did Western Digital (WDC) change about its securities on February 17, 2026?

Western Digital converted all issued and outstanding Series A Convertible Perpetual Preferred Stock into common stock. This was done through a mandatory conversion exercised under the Certificate of Designations governing that preferred series, changing those holders’ rights to match common shareholders.

Why was Western Digital able to mandatorily convert its Series A preferred stock?

The company could require conversion once a stock price condition in the Certificate of Designations was met. Specifically, the common stock’s closing price had to exceed 150% of the conversion price for at least 20 trading days within a 30‑day trading period before notice.

Which Western Digital security was affected by the February 2026 mandatory conversion?

The action applied to Western Digital’s Series A Convertible Perpetual Preferred Stock. Under Section 8.2 of its Certificate of Designations, all issued and outstanding shares of this preferred series were converted into shares of the company’s common stock at the applicable conversion price.

How does the mandatory conversion affect holders of Western Digital’s preferred stock?

Holders of the Series A Convertible Perpetual Preferred Stock now hold common stock instead. Their preferred shares were converted into common shares under the contractual conversion terms, so their rights as investors align with the company’s common equity rather than the former preferred class.

What document governs Western Digital’s mandatory conversion of preferred stock?

The mandatory conversion is governed by the Certificate of Designations, Preferences and Rights of the Series A Convertible Perpetual Preferred Stock. Western Digital carried out the conversion under Section 8.2 of that document, which had been previously filed with the Securities and Exchange Commission.

When did Western Digital originally issue the Series A Convertible Perpetual Preferred Stock?

Western Digital issued and sold the Series A Convertible Perpetual Preferred Stock in a private placement that closed on January 31, 2023. The later mandatory conversion in February 2026 followed the terms set out in the related Certificate of Designations for that preferred series.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB