{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-020502","form_type":"8-K","ticker":"WDC","cik":"0000106040","company_name":"WESTERN DIGITAL CORP","filed_at":"2023-02-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:43.734921+00:00","generated_at":"2026-06-20T03:23:41.415448+00:00","sec_items":["1.01","3.02","5.02","5.03","7.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Western Digital secures $900M convertible preferred investment from Apollo and Elliott","bullets":["Issued 900,000 shares of Series A Convertible Preferred at $1,000/share for $900M total to Apollo ($665M) and Elliott ($235M).","Preferred stock pays cumulative dividend of 6.25% p.a. stepping to 7.25% at year 7 and 8.25% at year 10.","Conversion price set at $47.75/share, a 25% premium to 20-day VWAP and 44% premium to Jan 4 close before merger rumors.","Apollo Partner Reed B. Rayman appointed to Board; Apollo retains board nomination rights while holding ≥50% of as-converted stock.","Amended letter agreement with Elliott grants Elliott a board seat right subject to conditions; standstill restrictions extended."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-020502","json":"https://secwatch.observer/filing/0001193125-23-020502.json","markdown":"https://secwatch.observer/filing/0001193125-23-020502.md","text":"https://secwatch.observer/filing/0001193125-23-020502.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/106040/000119312523020502/0001193125-23-020502-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/106040/000119312523020502/d425756d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T03:23:41.415448+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"6c2690af55","claim":"Reed B. Rayman was appointed as member of the Board at WESTERN DIGITAL CORP.","evidence_excerpt":"Pursuant to the Apollo Investment Agreement, Reed B. Rayman was appointed to serve as a member of the Board effective immediately following the Closing.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/106040/000119312523020502/0001193125-23-020502-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"member of the Board"}],"fact_type":"executive_change"},{"claim_id":"6168e9108bd2d729db435558f8f733eadd8c79e0","claim":"WESTERN DIGITAL CORP: Filing of Certificate of Designations to establish terms of Preferred Stock.","evidence_excerpt":"On the Closing Date, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware to establish and fix the terms of the Preferred Stock.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/106040/000119312523020502/0001193125-23-020502-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"4d48fa139a8056250816dfabc7909f6dc72474b0","claim":"WESTERN DIGITAL CORP entered into Elliott Investment Agreement with Elliott Associates L.P. and Elliott International L.P. valued at $235,000,000 (effective 2023-01-31).","evidence_excerpt":"On the Closing Date, the Company also entered into an Investment Agreement (the “Elliott Investment Agreement”) with Elliott Associates L.P., a Delaware limited partnership, and Elliott International L.P., a Cayman Islands limited partnership (collectively “Elliott”), a copy of which is attached hereto as Exhibit 10.2, pursuant to which the Company issued and sold to Elliott 235,000 shares of Preferred Stock","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/106040/000119312523020502/0001193125-23-020502-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Elliott Associates L.P. and Elliott International L.P."},{"label":"Value","value":"$235,000,000"},{"label":"Effective","value":"2023-01-31"}],"fact_type":"material_agreement"},{"claim_id":"e8b7050d04591ccfe353e2ebd13edde66df48d57","claim":"WESTERN DIGITAL CORP entered into Apollo Investment Agreement with AP WD Holdings, L.P. valued at $665,000,000 (effective 2023-01-31).","evidence_excerpt":"On January 31, 2023 (the “Closing Date”), Western Digital Corporation (the “Company”), entered into an Investment Agreement (the “Apollo Investment Agreement”) with AP WD Holdings, L.P., a Delaware limited partnership (“Apollo”), a copy of which is attached hereto as Exhibit 10.1, pursuant to which the Company issued and sold to Apollo 665,000 shares of the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Preferred Stock”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/106040/000119312523020502/0001193125-23-020502-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"AP WD Holdings, L.P."},{"label":"Value","value":"$665,000,000"},{"label":"Effective","value":"2023-01-31"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}