WESTERN DIGITAL CORP — fact timeline

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.

“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”

Manuvir Das was appointed as Member of the Board at WESTERN DIGITAL CORP.

“On May 26, 2026, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) unanimously appointed Manuvir Das to serve as a member of the Board”

WESTERN DIGITAL CORP reported fiscal fourth quarter of 2026 results: revenue revenues of $3.65 billion, EPS non-GAAP EPS of $3.25. Guidance initiated.

“For our fiscal fourth quarter of 2026, at the mid-point of the ranges provided in the table below, we expect revenues of $3.65 billion, non-GAAP gross margin of 51.5%, with non-GAAP EPS of $3.25.”

WESTERN DIGITAL CORP reported fiscal third quarter ended April 3, 2026 results: revenue Revenue $3,337, net income Diluted Net Income Attributable to Common Shareholders $3,172, EPS Diluted Net Income Per Common Share $8.20.

“GAAP Q3FY26 Q2FY26 Q3FY25 Q/Q Y/Y Revenue $3,337 $3,017 $2,294 +11% +45% Gross Margin 50.2% 45.7% 39.8% +450 bps +1040 bps Operating Income $1,190 $908 $760 +31% +57% Operating Margin 35.7% 30.1% 33.1% +560 bps +260 bps Diluted Net Income Attributable to Common Shareholders $3,172 $1,802 $755 +76% +320% Diluted Net Income Per Common Share $8.20 $4.73 $2.11 +73% +289%”

WESTERN DIGITAL CORP: Filed a Certificate of Elimination to eliminate the Series A Convertible Perpetual Preferred Stock and return it to authorized but unissued status (effective 2026-02-24).

“On February 24, 2026, Western Digital Corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Preferred Stock”), pursuant to which the Preferred Stock was eliminated and returned to the status of authorized and unissued preferred shares of the Company.”

WESTERN DIGITAL CORP issued preferred stock.

“On February 17, 2026, in connection with the Mandatory Conversion, the Company converted all shares issued and outstanding of Preferred Stock into shares of Common Stock”

Kris Sennesael was appointed as Executive Vice President and Chief Financial Officer at WESTERN DIGITAL CORP.

“On May 6, 2025, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) unanimously appointed Kris Sennesael as Executive Vice President and Chief Financial Officer of the Company, effective May 12, 2025.”

WESTERN DIGITAL CORP: Board approved amendments to the Amended and Restated Bylaws, including revisions to advance notice provisions, universal proxy rules, meeting administration, and other conforming changes (effective 2025-03-13).

“On March 13, 2025, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”). The Bylaws became effective immediately upon their adoption.”

WESTERN DIGITAL CORP completed a disposition involving Sandisk Corporation (closed 2025-02-21).

“Effective as of 11:59 p.m. Pacific time on February 21, 2025 (the “Distribution Date”), the Company completed the Spin-Off through a pro rata distribution to holders of record of the Company’s common stock, par value $0.01 per share (“Company Common Stock”), as of 1:00 p.m. Pacific time on February 12, 2025 (the “Record Date”), of one-third (1/3) of one share of Sandisk’s common stock, par value $0.01 per share (“Sandisk Common Stock”), for every one share of the Company Common Stock held by such Company stockholders as of the Record Date (the “Distribution”).”

Don R. Bennett was appointed as Interim Chief Financial Officer at WESTERN DIGITAL CORP.

“the Board of Directors of Western Digital Corporation (the “Company”) unanimously appointed Don R. Bennett as Interim Chief Financial Officer of the Company effective as of February 28, 2025”

Wissam G. Jabre departed as Chief Financial Officer at WESTERN DIGITAL CORP.

“the date that Wissam G. Jabre will cease to be the Company’s Chief Financial Officer”

Roxanne Oulman was appointed as member of the board of directors at WESTERN DIGITAL CORP.

“the Board unanimously appointed Irving Tan, Bruce Kiddoo and Roxanne Oulman to the Board, effective upon, and subject to, the consummation of the Spin-Off.”

Bruce Kiddoo was appointed as member of the board of directors at WESTERN DIGITAL CORP.

“the Board unanimously appointed Irving Tan, Bruce Kiddoo and Roxanne Oulman to the Board, effective upon, and subject to, the consummation of the Spin-Off.”

Irving Tan was appointed as chair of the Executive Committee at WESTERN DIGITAL CORP.

“Mr. Tan will be appointed to serve as a member and the chair of the Executive Committee of the Board.”

Irving Tan was appointed as member of the board of directors at WESTERN DIGITAL CORP.

“the Board unanimously appointed Irving Tan, Bruce Kiddoo and Roxanne Oulman to the Board, effective upon, and subject to, the consummation of the Spin-Off.”

Irving Tan was appointed as Chief Executive Officer at WESTERN DIGITAL CORP.

“the Board unanimously appointed Mr. Tan as the Chief Executive Officer of the Company to succeed Mr. Goeckeler in that position effective upon, and subject to, the consummation of the Spin-Off.”

Miyuki Suzuki resigned as member of the board of directors at WESTERN DIGITAL CORP.

“each of David V. Goeckeler, Thomas Caulfield and Miyuki Suzuki will resign from their positions as members of the Company’s board of directors”

Thomas Caulfield resigned as member of the board of directors at WESTERN DIGITAL CORP.

“each of David V. Goeckeler, Thomas Caulfield and Miyuki Suzuki will resign from their positions as members of the Company’s board of directors”

David V. Goeckeler resigned as member of the board of directors at WESTERN DIGITAL CORP.

“each of David V. Goeckeler, Thomas Caulfield and Miyuki Suzuki will resign from their positions as members of the Company’s board of directors”

David V. Goeckeler resigned as Chief Executive Officer at WESTERN DIGITAL CORP.

“David V. Goeckeler will resign from his position as the Company’s Chief Executive Officer.”

Wissam Jabre resigned as Executive Vice President and Chief Financial Officer at WESTERN DIGITAL CORP.

“Mr. Jabre is resigning from the Company to pursue other opportunities effective February 28, 2025,”

WESTERN DIGITAL CORP: WDC held a special meeting on May 10, 2024; stockholders and board approved amendments to the Company's Amended and Restated Certificate of Incorporation increasing authorized common shares from 450,000,000 to 750,000,000 and eliminating certain officers' personal liability for monetary damages for (effective 2024-05-13).

“Western Digital Corporation (the “Company” or “WDC”) held a special meeting of stockholders (the “Special Meeting”) on May 10, 2024. At the Special Meeting, as further described in Item 5.07 below, holders of the Company’s common stock (“Common Stockholders”) and holders of the Company’s Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stockholders,” and together with the Common Stockholders, the “Stockholders”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Company Charter”) to increase the number of authorized shares of common stock, par value $0.01 per share, from 450,000,000 shares to 750,000,000 shares (the “Authorized Shares Amendment”), as further described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 29, 2024, and as previously approved by the Board of the Directors of the Company (the “Board”). The Stockholders and the Board also approved an amendme”

WESTERN DIGITAL CORP shareholders approved Adjournment of the Special Meeting.

“The voting results for the adjournment proposal were as follows: For Against Abstain Broker Non-Votes 245,631,909 50,197,851 1,346,944 N/A”

WESTERN DIGITAL CORP shareholders approved Amendment to the WDT Charter to Provide Exculpatory Protection For Certain Of Its Officers.

“The voting results were as follows: For Against Abstain Broker Non-Votes 239,563,175 20,991,033 670,342 35,952,154”

WESTERN DIGITAL CORP shareholders approved Amendment to the Charter of Western Digital Technologies, Inc. to Remove the Pass-Through Voting Provision.

“The voting results were as follows: For Against Abstain Broker Non-Votes 258,656,753 1,848,531 719,266 35,952,154”

WESTERN DIGITAL CORP shareholders approved Company Exculpation Amendment.

“The voting results were as follows: For Against Abstain Broker Non-Votes 240,770,932 20,032,920 420,698 35,952,154”

WESTERN DIGITAL CORP shareholders approved Authorized Shares Amendment.

“The voting results of the Common Stockholders and Series A Preferred Stockholders, voting together as a single class, were as follows: For Against Abstain Broker Non-Votes 286,520,804 10,121,745 534,155 N/A”

WESTERN DIGITAL CORP reported fiscal third quarter ended March 29, 2024 results: revenue $3,457, net income $113, EPS $0.34. Guidance raised.

“Western Digital Reports Fiscal Third Quarter 2024 Financial Results Page 2 Q3 2024 Financial Highlights GAAP Non-GAAP Q3 2024 Q2 2024 Q/Q Q3 2024 Q2 2024 Q/Q Revenue ($M) $3,457 $3,032 up 14% $3,457 $3,032 up 14% Gross Margin 29.0% 16.2% up 12.8 ppt 29.3% 15.5% up 13.8 ppt Operating Expenses ($M) $728 $702 up 4% $632 $561 up 13% Operating Income (Loss)”

WESTERN DIGITAL CORP reported fiscal second quarter ended December 29, 2023 results: revenue $3.03 billion, net income $(268), EPS $(0.87).

“Second quarter revenue was $3.03 billion, up 10% sequentially”

Cynthia Lock Tregillis was appointed as Chief Legal Officer at WESTERN DIGITAL CORP.

“Cynthia Lock Tregillis, Senior Vice President, Deputy General Counsel and Assistant Secretary, will assume the Chief Legal Officer role following Mr. Ray’s departure from the Company.”

Michael C. Ray resigned as Executive Vice President, Chief Legal Officer and Secretary at WESTERN DIGITAL CORP.

“Michael C. Ray, Executive Vice President, Chief Legal Officer and Secretary, notified Western Digital Corporation (the “Company”) that he is leaving the Company effective January 12, 2024, to pursue another opportunity.”

WESTERN DIGITAL CORP shareholders approved Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation.

“The stockholders voted to approve, on an advisory basis, holding future advisory votes on named executive officer compensation every year.”

WESTERN DIGITAL CORP shareholders approved Advisory Vote on Named Executive Officer Compensation.

“The stockholders approved, on an advisory basis, the named executive officer compensation described in the Proxy Statement.”

WESTERN DIGITAL CORP shareholders approved Election of Directors.

“The stockholders elected the following nine directors to hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified.”

WESTERN DIGITAL CORP entered into Indenture dated November 3, 2023 for 3.00% Convertible Senior Notes due 2028 with U.S. Bank Trust Company, National Association valued at $1,600,000,000 aggregate principal amount of 3.00% convertible senior notes due 2028 (effective 2023-11-03).

“Item 1.01. Entry into a Material Definitive Agreement. Indenture and Notes On November 3, 2023, Western Digital Corporation (“Western Digital”) issued $1.6 billion aggregate principal amount of its 3.00% convertible senior notes due 2028 (the “Notes”), including $200 million aggregate principal amount issued pursuant to the exercise in full of the initial purchasers’ option to purchase additional Notes. The Notes were issued pursuant to an indenture, dated as of November 3, 2023 (the “Indenture”), among (i) Western Digital, (ii) Western Digital Technologies, Inc., as guarantor, and (iii) U.S. Bank Trust Company, National Association, as trustee.”

WESTERN DIGITAL CORP reported fiscal second quarter of 2024 results: revenue $2.85 - $3.05 billion, EPS $(1.35) - $(1.05). Guidance reaffirmed.

“Expect fiscal second quarter 2024 revenue to be in the range of $2.85 billion to $3.05 billion.”

WESTERN DIGITAL CORP reported fiscal first quarter ended September 29, 2023 results: revenue $2.75 billion, net income $(685) million, EPS $(2.17).

“by specific reference in such filing. --- EX-99.1 (EX-99.1) --- Western Digital Reports Fiscal First Quarter 2024 Financial Results News Summary • First quarter revenue was $2.75 billion, up 3% sequentially (QoQ). Cloud revenue decreased 12% (QoQ), Client revenue increased 11% (QoQ) and Consumer revenue increased 14% (QoQ). • First quarter GAAP earnings per share”

WESTERN DIGITAL CORP entered into Second Supplemental Indenture with Western Digital Technologies, Inc. valued at Guarantee of obligations under 1.50% Convertible Senior Notes due 2024 (effective 2023-10-10).

“On October 10, 2023, Western Digital Technologies, Inc. (“ WDT ”), a wholly-owned subsidiary of Western Digital Corporation, entered into a second supplemental indenture (“ Second Supplemental Indenture ”) to the indenture, dated as of February 13, 2019 (the “ Indenture ”).”

WESTERN DIGITAL CORP updated its fiscal fourth quarter and year ended June 30, 2023 guidance (reaffirmed).

“On July 31, 2023, Western Digital Corporation (the “Company”) announced financial results for the fiscal fourth quarter and year ended June 30, 2023.”

Srinivasan Sivaram departed as President, Technology and Strategy at WESTERN DIGITAL CORP.

“On July 31, 2023, the Company announced that Srinivasan Sivaram, the Company’s President, Technology and Strategy, is leaving the Company to pursue another opportunity.”

WESTERN DIGITAL CORP amended Amended and Restated Loan Agreement and DDTL Agreement Credit Agreement Amendments with Western Digital Corporation valued at Western Digital Corporation entered into Credit Agreement Amendments modifying leverage ratio, intro (effective 2023-06-20).

“On June 20, 2023, Western Digital Corporation (the “ Company ”) entered into (i) a second amendment (“ Amendment No. 2 ”) to the Company’s Amended and Restated Loan Agreement, dated as of January 7, 2022 (as amended, the “ Loan Agreement ”), (ii) a first amendment (“ DDTL Amendment No. 1 ”) and a second amendment (“ DDTL Amendment No. 2 ”, and together with Amendment No. 2 and DDTL Amendment No. 1, the “ Credit Agreement Amendments ”) to the Company’s loan agreement, dated as of January 25, 2023 (as amended, the “ DDTL Agreement ” and together with the Loan Agreement, the “ Credit Facilities ”).”

WESTERN DIGITAL CORP reported fiscal third quarter ended March 31, 2023 results: revenue $2.8 billion, net income $(572) million, EPS $(1.82). Guidance lowered.

“by specific reference in such filing. --- EX-99.1 (EX-99.1) --- Western Digital Reports Fiscal Third Quarter 2023 Financial Results News Summary • Third quarter revenue was $2.8 billion, at the high end of the guidance range. • Third quarter GAAP earnings per share (EPS) was $(1.82) and Non-GAAP EPS was $(1.37), which includes $200 million of underutilization”

WESTERN DIGITAL CORP: The Company filed a Certificate of Designations to establish and fix the terms of the Preferred Stock.

“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. The Certificate of Designations became effective upon filing.”

WESTERN DIGITAL CORP entered into Elliott Investment Agreement with Elliott Associates L.P. and Elliott International L.P. (collectively “Elliott”) valued at $235,000,000 (effective 2023-01-31).

“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”

WESTERN DIGITAL CORP entered into Apollo Investment Agreement with AP WD Holdings, L.P., a Delaware limited partnership valued at $665,000,000 (effective 2023-01-31).

“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”).”

Reed B. Rayman was appointed as Director at WESTERN DIGITAL CORP.

“Pursuant to the Apollo Investment Agreement, Reed B. Rayman was appointed to serve as a member of the Board effective immediately following the Closing.”

WESTERN DIGITAL CORP: Filing of Certificate of Designations to establish terms of Preferred Stock.

“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.”

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).

“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”

WESTERN DIGITAL CORP entered into Apollo Investment Agreement with AP WD Holdings, L.P. valued at $665,000,000 (effective 2023-01-31).

“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”).”

Reed B. Rayman was appointed as member of the Board at WESTERN DIGITAL CORP.

“Pursuant to the Apollo Investment Agreement, Reed B. Rayman was appointed to serve as a member of the Board effective immediately following the Closing.”