---
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"
generated_at: "2026-06-20T03:23:41.415448+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Western Digital secures $900M convertible preferred investment from Apollo and Elliott

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.02, 5.02, 5.03, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-020502
- JSON: https://secwatch.observer/filing/0001193125-23-020502.json
- Plain text: https://secwatch.observer/filing/0001193125-23-020502.txt

## Key facts
- Executive change
  Reed B. Rayman was appointed as member of the Board at WESTERN DIGITAL CORP.
  - Action: appointed
  - Role: member of the Board
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/106040/000119312523020502/0001193125-23-020502-index.htm
- Governance Changes
  WESTERN DIGITAL CORP: Filing of Certificate of Designations to establish terms of Preferred Stock.
  - Change: charter amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/106040/000119312523020502/0001193125-23-020502-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Elliott Associates L.P. and Elliott International L.P.
  - Value: $235,000,000
  - Effective: 2023-01-31
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/106040/000119312523020502/0001193125-23-020502-index.htm
- Material Agreements
  WESTERN DIGITAL CORP entered into Apollo Investment Agreement with AP WD Holdings, L.P. valued at $665,000,000 (effective 2023-01-31).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: AP WD Holdings, L.P.
  - Value: $665,000,000
  - Effective: 2023-01-31
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/106040/000119312523020502/0001193125-23-020502-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.