WESTERN DIGITAL CORP 8-K/A

What Happened
Western Digital Corporation (WDC) filed Amendment No. 1 to a Form 8-K (originally filed June 3, 2026) to disclose the exact number of shares to be issued in privately negotiated exchange agreements. Holders agreed to exchange approximately $858.4 million aggregate principal amount of the company's 3.00% Convertible Senior Notes due 2028 for a combination of cash and common stock. The company reports that an aggregate of 21,289,938 shares of common stock (the “Exchange Shares”) will be delivered in those Exchange Transactions. The two-day stock-price measurement period was June 3–4, 2026.

Key Details

• Transaction type: Private, unregistered exchange agreements (Item 3.02 disclosure).
• Notes exchanged: ~ $858.4 million aggregate principal of 3.00% Convertible Senior Notes due 2028.
• Shares issued: 21,289,938 Exchange Shares to be delivered.
• Filing timeline: Original Form 8-K filed June 3, 2026; Amendment No. 1 filed June 8, 2026 to report the final share count.

Why It Matters
This transaction reduces Western Digital’s outstanding convertible debt by about $858.4 million while increasing the company’s common shares by 21,289,938. For investors, that means lower principal outstanding on the 2028 convertible notes and potential changes to key metrics: reduced leverage and interest obligations on one hand, and dilution of existing shareholders on the other. The company says the Amendment only adds the final share count and does not otherwise change the original disclosure.