Form 8-K

8-K — WESTERN DIGITAL CORP

Accession: 0001193125-26-389859

Filed: 2026-09-14

Period: 2026-09-14

CIK: 0000106040

SIC: 3572 (COMPUTER STORAGE DEVICES)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d23939d8k.htm (Primary)

EX-99.1 (d23939dex991.htm)

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8-K

8-K (Primary)

Filename: d23939d8k.htm · Sequence: 1

8-K

WESTERN DIGITAL CORP false 0000106040 0000106040 2026-09-14 2026-09-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2026

WESTERN DIGITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-08703

33-0956711

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5601 Great Oaks Parkway

San Jose, California

95119

(Address of Principal Executive Offices)

(Zip Code)

(408) 717-6000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 Par Value Per Share

WDC

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

On September 14, 2026, Western Digital Corporation (the “Company”) issued a press release regarding the redemption of its 3.00% Convertible Senior Notes due 2028 (the “Notes”), a copy of which is attached as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01

Other Events.

On September 14, 2026, the Company issued a notice (the “Redemption Notice”) calling all outstanding Notes for redemption (the “Redemption”) on November 16, 2026 (the “Redemption Date”) pursuant to Section 16.01 of the Indenture, dated as of November 3, 2023 (the “Indenture”), by and among the Company, Western Digital Technologies, Inc., as Guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

On the Redemption Date, all then-outstanding Notes that have not been converted will be redeemed for cash at a redemption price (the “Redemption Price”) equal to 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. Interest on the Notes payable in respect of the November 15, 2026 interest payment date will be paid on Monday, November 16, 2026 to holders of the Notes as of the related regular record date and will not be included in the Redemption Price. After the Redemption Date, interest on the Notes will cease to accrue. Upon completion of the Redemption, no Notes will remain outstanding.

Notes may be surrendered for conversion at any time prior to the close of business (5:00 p.m., New York City time) on the second scheduled trading day immediately preceding the Redemption Date. The Company currently expects that holders of substantially all Notes will convert such Notes before the Redemption Date. However, those holders are not obligated to convert their Notes, and the Company will be required to pay the Redemption Price for all Notes that have not been converted. As of the date of the Redemption Notice, the conversion rate of the Notes is 26.5231 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), per $1,000 principal amount of Notes. In accordance with the Indenture, the conversion rate applicable to Notes will not be increased in connection with the Redemption.

Upon conversion, the Company will settle its conversion obligation in cash and, if applicable, shares of Common Stock. For each $1,000 principal amount of Notes converted, the settlement amount will equal the sum of the daily settlement amounts for each of the 40 consecutive trading days during the relevant observation period. For each such trading day, the daily settlement amount consists of (i) cash in an amount equal to the lesser of $25 and the daily conversion value for such trading day and (ii) if the daily conversion value for such trading day exceeds $25, the daily net settlement amount for such trading day. In the Redemption Notice, the Company has elected a cash percentage of 0% with respect to conversions of Notes. As a result, the Company will pay cash for up to the principal amount of the Notes converted and will settle the remainder of the conversion obligation, if any, in shares of Common Stock. Cash will be paid in lieu of any fractional share of Common Stock.

As previously disclosed, the Company entered into privately negotiated capped call transactions with certain counterparties in connection with the issuance of the Notes. No settlement or modification to the related capped call transactions is anticipated in connection with the redemption of the Notes.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release issued by Western Digital Corporation on September 14, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WESTERN DIGITAL CORPORATION

(Registrant)

Date: September 14, 2026

By:

/s/ Cynthia Tregillis

Name:

Cynthia Tregillis

Title:

Executive Vice President, Chief Legal Officer and Secretary

EX-99.1

Filename: d23939dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

WESTERN DIGITAL ANNOUNCES REDEMPTION OF 3.00% CONVERTIBLE SENIOR NOTES DUE 2028

SAN JOSE, Calif. — Sept. 14, 2026 — Western Digital Corporation (Nasdaq: WDC) (“Western Digital”) announced today that it will

redeem all of the $109,505,000 aggregate principal amount outstanding of its 3.00% Convertible Senior Notes due 2028 (CUSIP No. 958102AT2; ISIN No. US958102AT29) (the “Notes”).

The redemption date for the Notes is November 16, 2026 (the “Redemption Date”). The Notes will be redeemed on the Redemption Date at a

redemption price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, in accordance with the terms of the Notes and the indenture governing the Notes (the

“Indenture”). Interest payable on the Notes in respect of the November 15, 2026 interest payment date will be paid to holders of record as of the preceding regular record date and will not be included in the redemption price. After

the Redemption Date, interest on the Notes will cease to accrue. Upon completion of the redemption, no Notes will remain outstanding.

Holders of the

Notes may surrender all or any portion of their Notes for conversion at any time from and including the date of this announcement until the close of business (5:00 p.m., New York City time) on November 12, 2026, the second scheduled trading day

immediately preceding the Redemption Date. Western Digital currently expects that holders of substantially all Notes will convert such Notes before the Redemption Date. However, those holders are not obligated to convert their Notes. The conversion

rate in effect on the date of this announcement is 26.5231 shares of Western Digital’s common stock per $1,000 principal amount of Notes, and no additional shares will be added to the conversion rate in connection with the redemption. Upon

conversion, Western Digital will satisfy its conversion obligation by paying or delivering, for each $1,000 principal amount of Notes converted, the sum of the daily settlement amounts for each of the 40 consecutive trading days during the relevant

observation period, together with cash in lieu of any fractional share. Western Digital has elected a cash percentage of 0% with respect to conversions of Notes. As a result, Western Digital will pay cash for up to the principal amount of the Notes

converted and will settle the remainder of the conversion obligation, if any, in shares of its common stock.

As previously disclosed, Western Digital

entered into privately negotiated capped call transactions with certain counterparties in connection with the issuance of the Notes. No settlement or modification to the related capped call transactions is anticipated in connection with the

redemption of the Notes.

U.S. Bank Trust Company, National Association, is acting as trustee, paying agent and conversion agent under the Indenture, and

its address is 1 California Street, Suite 1000, San Francisco, CA 94111.

Holders who have questions or who wish to discuss the redemption may contact

Investor Relations at Western Digital, email investor@wdc.com.

This press release does not constitute a notice of redemption under the Indenture. The redemption notice is

being delivered to holders separately in accordance with the terms of the Indenture. This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or

a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers

either as printed on the Notes or as contained in this press release.

About WD

WD, also known as Western Digital, builds the storage infrastructure that powers certainty in the AI-driven data

economy. At the forefront of innovation, WD partners with the world’s leading hyperscalers, cloud service providers, and enterprises to enable reliable storage solutions that are proven and trusted at scale. Driven by a culture of innovation

and execution, WD helps customers store, protect, and use the world’s data with confidence. Follow WD on LinkedIn and learn more at www.wd.com.

registered trademarks or trademarks of Western Digital Corporation or its affiliates in the US and/or other countries. All other marks are the property of their respective owners.

Forward-Looking Statements

This press release contains

forward-looking statements within the meaning of federal securities laws, including statements regarding the terms and timing of the redemption of the Notes, the amount and settlement of any conversions of the Notes and the treatment of the related

capped call transactions. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the

forward-looking statements. Key risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements include: adverse global or regional conditions, including new or

additional tariffs or trade restrictions; the company’s dependence on a limited number of qualified suppliers; the impact of long-term agreements; volatility in demand for the company’s products; the impact of business and market

conditions, including inflation, increases in interest rates and an economic recession; the impact of competitive products and pricing; the company’s development and introduction of products based on new technologies and expansion into new

data storage markets; risks associated with the company’s use of artificial intelligence; risks associated with cost saving initiatives, restructurings, acquisitions, divestitures, mergers, joint ventures and the company’s strategic

relationships; difficulties or delays in manufacturing or other supply chain disruptions; hiring and retention of key employees; the company’s debt and other financial obligations; changes to the company’s relationships with key

customers; compromise, damage or interruption from cybersecurity incidents or other data system security risks; actions by competitors; any decisions to reduce or discontinue paying cash dividends or repurchasing shares of the company’s common

stock; the company’s ability to achieve its greenhouse gas emissions reduction and other sustainability goals; the impact of international conflicts; risks associated with compliance with changing legal and regulatory requirements and the

outcome of legal proceedings; and other risks and uncertainties listed in the company’s filings with the Securities and Exchange Commission (the “SEC”), including the company’s Annual

Report on Form 10-K filed with the SEC on August 14, 2026 to which your attention is directed. You should not place undue reliance on these

forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to update or revise these forward-looking statements to reflect new information or events, except as required by law.

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