WESTERN DIGITAL CORP 8-K

What Happened Western Digital Corporation (WDC) filed an 8-K (Item 8.01) reporting that on June 11, 2026 it entered into privately negotiated exchange agreements with certain institutional investors to swap an aggregate of 1,038,681 shares of SanDisk Corporation stock for a number of WDC common shares. The exact number of WDC shares to be issued (the “Exchange WDC Shares”) will be determined by the volume-weighted average prices (VWAP) of SanDisk stock and WDC stock measured over June 16–18, 2026. The Exchange Transactions are expected to close on June 22, 2026, subject to customary closing conditions.

Key Details

• 1,038,681 shares of SanDisk stock are being exchanged.
• Pricing/ratio determined by VWAP for both securities over the three-day period June 16–18, 2026.
• Expected transaction close date: June 22, 2026 (subject to customary closing conditions).
• Transactions were privately negotiated with certain institutional investors (no other economic terms disclosed in the 8-K).

Why It Matters

• The company will issue WDC shares in exchange for the SanDisk shares, so investors should be aware this may increase WDC’s share count (potential dilution) once the exchange closes.
• The VWAP-based pricing means the number of WDC shares issued depends on market prices during the measurement period, not a fixed exchange ratio disclosed in the filing.
• There is no immediate cash payment disclosed in the 8-K; the transaction is an equity swap executed via private agreements and remains subject to closing conditions.