---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-260797"
form_type: "8-K/A"
ticker: "WDC"
cik: "0000106040"
company_name: "WESTERN DIGITAL CORP"
filed_at: "2026-06-08T13:00:18+00:00"
generated_at: "2026-06-08T13:01:39.977057+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Western Digital to issue 21.3M shares in exchange for $858.4M of convertible notes

## Summary
- Exchange of $858.4M of 3.00% Convertible Senior Notes due 2028 for cash and 21,289,938 shares of common stock.
- Share count determined by two-day average price measurement period on June 3-4, 2026.
- Transaction conducted via privately negotiated exchange agreements with note holders; shares unregistered.
- Amendment filed solely to disclose final share number; original 8-K terms otherwise unchanged.

## SEC filing metadata
- accession: 0001193125-26-260797
- form_type: 8-K/A
- ticker: WDC
- cik: 0000106040
- company_name: WESTERN DIGITAL CORP
- filed_at: 2026-06-08T13:00:18+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 3.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/106040/000119312526260797/0001193125-26-260797-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/106040/000119312526260797/d52121d8ka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-260797
- JSON: https://secwatch.observer/filing/0001193125-26-260797.json
- Plain text: https://secwatch.observer/filing/0001193125-26-260797.txt

## Key facts
- Equity Issuances
  WESTERN DIGITAL CORP issued 21,289,938 shares of Exchange Shares of common stock to certain holders of its 3.00% Convertible Senior Notes due 2028 for cash and shares of common stock of the Company.
  - Security: common stock
  - Shares: 21,289,938 shares of Exchange Shares
  - Purchaser: certain holders of its 3.00% Convertible Senior Notes due 2028
  - Consideration: cash and shares of common stock of the Company
  source text: As previously reported on a Current Report on Form 8-K filed on June 3, 2026 (the “Original Form 8-K”), Western Digital Corporation (the “Company”) entered into separate, privately negotiated exchange agreements with certain holders of its 3.00% Convertible Senior Notes due 2028 (the “Notes”), pursuant to which such holders have agreed to exchange approximately $858.4 million aggregate principal amount of Notes for cash and shares of common stock of the Company (the “Exchange Shares” and, such transactions, the “Exchange Transactions”). The exact number of the Exchange Shares to be delivered in the Exchange Transactions was not available at the time of filing of the Original Form 8-K because such number is calculated using the average price of the Company’s common stock over a two-day measurement period on June 3-4, 2026. The Company is filing this Amendment No. 1 to the Original Form 8-K solely for the purposes of disclosing that an aggregate of 21,289,938 shares of Exchange Shares wi
  evidence_url: https://www.sec.gov/Archives/edgar/data/106040/000119312526260797/0001193125-26-260797-index.htm

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