WESTERN DIGITAL CORP 8-K

What Happened

• Western Digital Corporation announced on June 2, 2026 that it entered into privately negotiated exchange agreements with certain holders of its 3.00% Convertible Senior Notes due 2028. Holders agreed to exchange approximately $858.4 million aggregate principal amount of the notes for (i) cash equal to the principal plus any accrued and unpaid interest and (ii) a number of Western Digital common shares (the “Exchange Shares”). The share amount will be determined using the volume-weighted average price (VWAP) of the common stock over a two-day measurement period of June 3–4, 2026. The transactions are expected to close on or after June 5, 2026, subject to customary closing conditions. (Items 8.01 and 3.02)

Key Details

• Aggregate principal exchanged: approximately $858.4 million of 3.00% Convertible Senior Notes due 2028.
• Consideration: cash equal to principal plus accrued interest, plus shares determined by VWAP for June 3–4, 2026.
• Agreements filed as unregistered sales of equity securities (Item 3.02); transactions are privately negotiated with certain noteholders.
• Expected close: on or after June 5, 2026, subject to customary closing conditions.

Why It Matters

• The exchange will reduce the company’s outstanding convertible debt by roughly $858.4M and eliminate corresponding future coupon obligations on that principal amount, while issuing common shares that will increase diluted share count depending on the VWAP calculation. Investors should note the immediate cash outflow (principal and accrued interest) and the potential for shareholder dilution from the Exchange Shares; the exact share issuance amount depends on the two-day VWAP. The filing is a material financing and capital-structure action that may affect leverage, earnings per share, and investor ownership percentages.