Western Digital Corp Announces Exchange of 2028 Convertible Notes

What Happened

• On August 26, 2026, Western Digital Corporation (WDC) entered into privately negotiated exchange agreements with certain holders of its 3.00% Convertible Senior Notes due 2028. Holders agreed to exchange approximately $191.0 million aggregate principal amount of those notes (the “Exchange Notes”).
• In return, the company will provide aggregate consideration consisting of approximately $192.7 million in cash (covering principal and accrued and unpaid interest) and a number of shares of WDC common stock (the “Exchange Shares”) representing the remaining conversion value calculated using the volume-weighted average price of WDC common stock on August 26, 2026. The Exchange Transactions are expected to close on or after September 2, 2026, subject to customary closing conditions.

Key Details

• Exchange Notes: ~ $191.0 million aggregate principal amount of 3.00% Convertible Senior Notes due 2028.
• Cash consideration: ~ $192.7 million (covers principal + accrued/unpaid interest).
• Stock consideration: Exchange Shares equal to remaining conversion value using VWAP on Aug 26, 2026.
• Timing: Expected closing on or after September 2, 2026; subject to customary closing conditions. (Filed on Aug 26, 2026; reported under Items 3.02 and 8.01 of Form 8-K.)

Why It Matters

• The transactions will reduce the outstanding principal of WDC’s 2028 convertible notes by about $191 million, converting a portion of that debt into cash settlement plus newly issued common shares.
• For investors, this affects the company’s debt profile (lower outstanding convertible principal) and its common share count (issuance of Exchange Shares). The exact number of shares and final impact on capitalization will be determined at closing based on the VWAP used in the agreement.