WDC Filings — Western Digital Corporation - FilingSpy
WDC
Western Digital Corporation
A maker of hard disk drives and storage products that keep data safe, from cloud data centers to home computers. Founded in 1970 as General Digital Corporation, it started out making calculator chips before pivoting to storage, renaming itself Western Digital in 1971 for a "broader industrial identity." It later absorbed flash-memory maker SanDisk, and today its drives power hyperscale data centers, PCs, and external storage sold in retail.
Western Digital exchanges ~$191M of 2028 convertible notes for cash and stock
On August 26, 2026, Western Digital entered into privately negotiated exchange agreements with certain holders of its 3.00% Convertible Senior Notes due 2028.
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Holders will exchange approximately $191.0 million aggregate principal amount of notes for about $192.7 million in cash plus common stock shares representing the remaining conversion value.
The exchange shares are based on the volume-weighted average price of Western Digital's common stock on August 26, 2026.
The transactions are expected to close on or after September 2, 2026, subject to customary closing conditions.
The share issuance is exempt from registration under Section 4(a)(2) of the Securities Act.
3.02 Unregistered Sales of Equity Securities · 8.01 Other Events
Western Digital to exchange 1,038,681 Sandisk shares for its own common stock in private deals
On June 11, 2026, Western Digital entered into separate exchange agreements with certain institutional investors.
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Western Digital will exchange an aggregate of 1,038,681 shares of Sandisk Corporation common stock it holds for shares of its own common stock.
The number of Western Digital shares to be exchanged will be based on volume-weighted average prices over a three-day measurement period from June 16-18, 2026.
The exchange transactions are expected to close on June 22, 2026, subject to customary closing conditions.
The report was filed under Item 8.01 (Other Events) as a material event not otherwise specified.
Western Digital exchanges ~$858.4M of 2028 convertible notes for cash and stock
On June 2, 2026, Western Digital entered into privately negotiated exchange agreements with holders of its 3.00% Convertible Senior Notes due 2028.
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Holders agreed to exchange approximately $858.4 million aggregate principal amount of notes for cash equal to principal plus accrued interest, and common stock for the remaining value.
The stock portion is based on the volume-weighted average price of Western Digital common stock over a two-day measurement period on June 3-4, 2026.
The exchange transactions are expected to close on or after June 5, 2026, subject to customary closing conditions.
The issuance of the exchange shares is exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
3.02 Unregistered Sales of Equity Securities · 8.01 Other Events
Western Digital appoints Manuvir Das to its board of directors, effective May 26, 2026.
Manuvir Das was unanimously appointed to the board on May 26, 2026, to serve until the next annual meeting of stockholders.
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Das was also appointed to the board's Audit Committee.
He will receive compensation under the company's standard non-employee director program and will enter into a standard indemnification agreement.
Das previously held senior roles at NVIDIA, Dell EMC, and Microsoft, and is currently an Operating Partner at Stonepeak Partners LP.
With this appointment, the board comprises nine directors, eight of whom are independent.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Western Digital eliminates Series A Preferred Stock and redeems senior notes in full.
On February 24, 2026, Western Digital filed a Certificate of Elimination with Delaware to eliminate its Series A Convertible Perpetual Preferred Stock, returning it to authorized and unissued status.
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The preferred stock elimination followed the mandatory conversion of all outstanding preferred shares on February 17, 2026, leaving no shares outstanding.
On February 13, 2026, the company issued a conditional redemption notice for all outstanding 2.850% Senior Notes due 2029 and 3.100% Senior Notes due 2032.
On February 23, 2026, Western Digital deposited sufficient funds with the trustee to pay the full redemption price, including accrued interest, and redeemed the notes in full.
The redemption of the notes triggered the automatic release of all liens and security interests securing the notes, as they were no longer required under the indenture.
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Western Digital converts all outstanding Series A Preferred Stock into common stock
The conversion was made pursuant to Section 8.2 of the Certificate of Designations for the preferred stock.
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On February 17, 2026, Western Digital Corporation converted all issued and outstanding shares of its Series A Convertible Perpetual Preferred Stock into shares of common stock.
The mandatory conversion was triggered because the common stock closing price exceeded 150% of the conversion price for at least 20 trading days in a 30-trading-day period.
The preferred stock was originally issued in a private placement that closed on January 31, 2023.
The conversion eliminates all outstanding shares of the Series A Convertible Perpetual Preferred Stock.
3.03 Material Modification to Rights of Security Holders