WDC · Western Digital Corp · Debt

On August 26, 2026, Western Digital Corporation (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 3.00% Convertible Senior Notes due 2028 (the “Notes”). Under the terms of the Exchange Agreements, the holders have agreed to exchange approximately $191.0 million aggregate principal amount of Notes (the “Exchange Notes”) held by them for aggregate consideration consisting of (i) approximately $192.7 million in cash (corresponding to the aggregate principal amount of the Exchange Notes and accrued and unpaid interest on such Exchange Notes), and (ii) a number of shares of common stock of the Company (the “Exchange Shares”) corresponding to the remaining conversion value of the Exchange Notes as if they had been converted using the volume-weighted average price of the Company’s common stock on August 26, 2026 (such transactions, the “Exchange Transactions”). The Exchange Transactions are expected to close on or after September 2, 2026, subject to satisfaction of customary closing conditions.

Issuer evidence: On August 26, 2026, Western Digital Corporation (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 3.00% Convertible Senior Notes due 2028 (the “Notes”). Under the terms of the Exchange Agreements, the holders have agreed to exchange approximately $191.0 million aggregate principal amount of Notes (the “Exchange Notes”) held by them for aggregate consideration consisting of (i) approximately $192.7 million in cash (corresponding to the aggregate principal amount of the Exchange Notes and accrued and unpaid interest on such Exchange Notes), and (ii) a number of shares of common stock of the Company (the “Exchange Shares”) corresponding to the remaining conversion value of the Exchange Notes as if they had been converted using the volume-weighted average price of the Company’s common stock on August 26, 2026 (such transactions, the “Exchange Transactions”). The Exchange Transactions are expected to close on or after September 2, 2026, subject to satisfaction of customary closing conditions.

Supporting evidence: On August 26, 2026, Western Digital Corporation (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 3.00% Convertible Senior Notes due 2028 (the “Notes”). Under the terms of the Exchange Agreements, the holders have agreed to exchange approximately $191.0 million aggregate principal amount of Notes (the “Exchange Notes”) held by them for aggregate consideration consisting of (i) approximately $192.7 million in cash (corresponding to the aggregate principal amount of the Exchange Notes and accrued and unpaid interest on such Exchange Notes), and (ii) a number of shares of common stock of the Company (the “Exchange Shares”) corresponding to the remaining conversion value of the Exchange Notes as if they had been converted using the volume-weighted average price of the Company’s common stock on August 26, 2026 (such transactions, the “Exchange Transactions”). The Exchange Transactions are expected to close on or after September 2, 2026, subject to satisfaction of customary closing conditions.

Supporting evidence: On August 26, 2026, Western Digital Corporation (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 3.00% Convertible Senior Notes due 2028 (the “Notes”). Under the terms of the Exchange Agreements, the holders have agreed to exchange approximately $191.0 million aggregate principal amount of Notes (the “Exchange Notes”) held by them for aggregate consideration consisting of (i) approximately $192.7 million in cash (corresponding to the aggregate principal amount of the Exchange Notes and accrued and unpaid interest on such Exchange Notes), and (ii) a number of shares of common stock of the Company (the “Exchange Shares”) corresponding to the remaining conversion value of the Exchange Notes as if they had been converted using the volume-weighted average price of the Company’s common stock on August 26, 2026 (such transactions, the “Exchange Transactions”). The Exchange Transactions are expected to close on or after September 2, 2026, subject to satisfaction of customary closing conditions.

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.

Issuer evidence: 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.

Supporting evidence: The Notes are senior unsecured obligations of Western Digital and will be guaranteed, jointly and severally, on a senior unsecured basis by each of Western Digital's wholly-owned subsidiaries from time to time guaranteeing Western Digital's 4.75% senior unsecured notes due 2026 (the "2026 Notes") (initially, Western Digital Technologies, Inc.) or that is a guarantor or obligor with respect to certain refinancing indebtedness with respect to the 2026 Notes. The Notes will bear interest at a rate of 3.00% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2024. The Notes will mature on November 15, 2028, unless earlier repurchased, redeemed or converted in accordance with their terms.

Supporting evidence: 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.