WDC 8-K Current Reports
WESTERN DIGITAL CORP - 456 current reports
WESTERN DIGITAL CORP 8-K Report, Corporate Update (Jun 11, 2026)
Western Digital Corporation (WDC) announced on June 11, 2026, that it has entered into private exchange agreements with institutional investors to divest a significant portion of its Sandisk Corporation (Sandisk Stock) holdings. The company plans to exchange approximately 1,038,681 shares of Sandisk Stock for shares of its own common stock. This strategic move suggests a potential shift in Western Digital's focus, possibly towards simplifying its capital structure or divesting non-core assets. Investors should monitor the final exchange ratio, which will be determined by the volume-weighted average prices of both Sandisk Stock and WDC common stock over a three-day period ending June 18, 2026, as this will impact the dilution to existing WDC shareholders.
WESTERN DIGITAL CORP 8-K/A Report, Unregistered Securities Sale (Jun 8, 2026)
Western Digital Corporation (WDC) has filed an amendment to its previous 8-K filing to disclose the exact number of shares of common stock to be issued in private exchange transactions for its 3.00% Convertible Senior Notes due 2028. These transactions, previously announced on June 3, 2026, involve the exchange of approximately $858.4 million aggregate principal amount of these Notes for a combination of cash and WDC's common stock. This amendment clarifies the equity component of the deal, which was previously undisclosed due to a stock price measurement period.
WESTERN DIGITAL CORP 8-K Report, Unregistered Securities Sale (Jun 3, 2026)
Western Digital Corporation (WDC) announced on June 3, 2026, that it has entered into privately negotiated exchange agreements with holders of its 3.00% Convertible Senior Notes due 2028. These agreements involve the exchange of approximately $858.4 million in aggregate principal amount of these notes. The exchange will consist of a cash component equal to the principal amount plus any accrued interest, and a component paid in WDC's common stock. The number of shares to be issued will be determined based on the volume-weighted average stock price over a two-day period on June 3-4, 2026. This transaction, expected to close on or after June 5, 2026, is being undertaken in reliance on an exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933.
WESTERN DIGITAL CORP 8-K Report, Executive Changes (May 28, 2026)
Western Digital Corporation (WDC) has announced a significant change to its Board of Directors through an 8-K filing on May 28, 2026. The company appointed Manuvir Das as a new member of the Board, effective May 26, 2026, and he will serve until the next annual meeting of stockholders. Mr. Das has also been appointed to the Audit Committee, indicating a focus on financial oversight and governance. His appointment is part of the standard director compensation program, and he will enter into the company's standard indemnification agreement. This addition to the Board, particularly to the Audit Committee, is a noteworthy development for investors. It suggests the company is actively managing its board composition and potentially bringing in new expertise. Investors should monitor Mr. Das's contributions and any future strategic directions or financial insights he might offer, especially given his role in the Audit Committee. The filing also includes a press release related to this appointment and is being furnished under Regulation FD, meaning it's not considered officially 'filed' for certain regulatory purposes but serves to disseminate important information.
WESTERN DIGITAL CORP 8-K Report, Financial Results (Apr 30, 2026)
Western Digital Corporation (WDC) has filed an 8-K report on April 30, 2026, to announce its financial results for the third fiscal quarter ended April 3, 2026. This filing primarily serves to incorporate by reference the press release containing these results, which is provided as Exhibit 99.1. Investors should refer to this press release for detailed information regarding the company's performance during the quarter. While the 8-K itself does not contain the financial figures, it directs stakeholders to the attached press release for operational and financial condition updates. This includes key metrics, revenue, profitability, and any forward-looking statements or guidance provided by management. The report also notes that this information is furnished and not deemed 'filed' for certain regulatory purposes, a standard disclosure for such announcements.
WESTERN DIGITAL CORP 8-K Report, Bylaw Amendment (Feb 24, 2026)
Western Digital Corporation (WDC) has filed an 8-K report detailing significant corporate actions related to its capital structure and debt obligations. The most notable event is the elimination of its Series A Convertible Perpetual Preferred Stock. This action follows the mandatory conversion of all outstanding preferred shares, rendering them no longer in existence. This move simplifies the company's capital structure by removing this class of stock from its books. Furthermore, WDC has successfully redeemed its 2.850% Senior Notes due 2029 and 3.100% Senior Notes due 2032. The company initiated a conditional redemption process and subsequently deposited sufficient funds to cover the principal and accrued interest, thereby fully extinguishing this debt. The redemption was facilitated by the repayment of other debt obligations, which consequently released the liens and security interests previously securing these notes. This debt reduction is a positive signal for investors regarding the company's financial health and commitment to managing its leverage.
WESTERN DIGITAL CORP 8-K Report, Rights Modification (Feb 18, 2026)
Western Digital Corporation (WDC) has announced the mandatory conversion of all outstanding shares of its Series A Convertible Perpetual Preferred Stock into shares of its Common Stock. This conversion was triggered on February 17, 2026, as per the terms outlined in the Certificate of Designations for the Preferred Stock, following the satisfaction of specific trading price conditions for the Common Stock. This event marks a significant shift in the Company's capital structure, effectively eliminating the preferred stock class and increasing the number of outstanding common shares. Investors should note that this conversion was pre-determined by the terms agreed upon at the time the preferred stock was issued in January 2023. The conditions for this mandatory conversion, specifically that the Common Stock's closing price exceeded 150% of the conversion price for at least 20 trading days within a 30-day period, have now been met.
WESTERN DIGITAL CORP 8-K Report, Corporate Update (Feb 9, 2026)
Western Digital Corporation (WDC) has announced the full redemption of its 4.750% Senior Notes due 2026. The company issued a conditional notice of redemption on January 5, 2026, followed by a formal notice from the Trustee on January 6, 2026. Importantly, WDC deposited the necessary funds to cover the principal and accrued interest on February 5, 2026, which has now satisfied and discharged its obligations under the associated indenture. This action effectively releases WDC and its guarantors from all liabilities related to these specific senior notes. Investors holding these Notes should have received or will receive their principal repayment along with any accrued interest up to the redemption date. The successful redemption and discharge indicate WDC's ability to manage its debt obligations and improve its capital structure by retiring an upcoming debt maturity.
WESTERN DIGITAL CORP 8-K Report, Financial Results (Jan 29, 2026)
Western Digital Corporation (WDC) filed an 8-K on January 29, 2026, to announce its financial results for the fiscal second quarter ended January 2, 2026. The press release containing these results, attached as Exhibit 99.1, provides investors with the company's performance data for the period. While the 8-K itself is a procedural filing, the attached press release is the critical document for understanding WDC's operational and financial standing during the quarter. Investors should carefully review the press release for details on revenue, profitability, segment performance (HDD and Flash), and any forward-looking guidance. This information will be crucial for assessing the company's current business trends, competitive position, and future prospects within the data storage market.
WESTERN DIGITAL CORP 8-K Report, Executive Changes (Nov 24, 2025)
Western Digital Corporation (WDC) filed an 8-K report detailing the outcomes of its Annual Meeting of Stockholders held on November 20, 2025. The most significant event for investors was the approval of the Amended and Restated 2005 Employee Stock Purchase Plan (ESPP), which increases the shares available for issuance by 8 million. This action indicates the company's continued commitment to equity-based compensation and employee ownership. Additionally, the filing confirms the election of eight directors to serve until the next annual meeting and the ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2026. The company also received advisory approval for named executive officer compensation. These votes reflect broad stockholder support for the company's governance and operational direction.
WESTERN DIGITAL CORP 8-K Report, Executive Changes (Nov 3, 2025)
Western Digital Corporation (WDC) announced a significant leadership change within its finance department through an 8-K filing. Effective November 14, 2025, Brad Feller has been appointed as the new Senior Vice President and Chief Accounting Officer, succeeding Gene M. Zamiska. Mr. Feller brings a diverse background in finance leadership roles across various technology companies, including previous experience at Marvell Semiconductor and Infinera. This appointment is accompanied by a comprehensive compensation package designed to attract and retain Mr. Feller. This includes a base salary of $425,000, a 75% target bonus opportunity, a $300,000 signing bonus with a clawback provision, and a substantial initial restricted stock unit (RSU) award valued at $1.5 million, vesting over time. He will also be eligible for future equity awards and participate in standard executive severance plans. Investors should note this transition as a key management update impacting the company's accounting oversight.
WESTERN DIGITAL CORP 8-K Report, Financial Results (Oct 30, 2025)
Western Digital Corporation (WDC) has filed an 8-K report on October 30, 2025, to announce its financial results for the fiscal first quarter ended October 3, 2025. The core of this filing is the attached press release (Exhibit 99.1) which provides detailed financial performance and operational updates for the quarter. Investors should refer to this press release for specific figures related to revenue, profitability, and any forward-looking statements. While the 8-K itself does not contain the quantitative results, it serves as the official notification and public dissemination of this crucial information. The filing highlights the company's adherence to disclosure requirements by promptly reporting its quarterly financial outcomes. Investors are encouraged to review the accompanying press release for a comprehensive understanding of WDC's performance and outlook.
WESTERN DIGITAL CORP 8-K Report, Financial Results (Jul 30, 2025)
Western Digital Corporation (WDC) has filed an 8-K report on July 30, 2025, to announce its financial results for the fiscal fourth quarter and full year ended June 27, 2025. The key information regarding these results is contained within the press release filed as Exhibit 99.1. While this filing itself does not provide the specific financial figures or operational details, it serves as formal notification to the market and incorporates the detailed press release by reference. Investors should refer to the attached press release (Exhibit 99.1) for a comprehensive understanding of WDC's performance. This typically includes revenue, profitability, segment performance (e.g., HDD, SSD, Flash), and management's outlook. The 8-K filing alerts the market that these results are now publicly available and provides the direct link through the incorporated exhibit for detailed analysis.
WESTERN DIGITAL CORP 8-K Report, Executive Changes (May 8, 2025)
Western Digital Corporation (WDC) has announced a significant leadership change with the appointment of Kris Sennesael as its new Executive Vice President and Chief Financial Officer, effective May 12, 2025. Mr. Sennesael brings a wealth of experience from his previous roles as CFO at Skyworks Solutions, Inc. and Enphase Energy, Inc., indicating a strategic move to leverage seasoned financial leadership. This appointment is a key event for investors, as the CFO plays a crucial role in financial strategy, investor relations, and overall corporate governance. The compensation package for Mr. Sennesael includes a substantial base salary, bonus opportunity, a significant signing bonus, and a multi-year equity award totaling $10 million, with an additional potential award for fiscal year 2026. This structure suggests the company's commitment to attracting and retaining top talent, as well as aligning executive incentives with long-term value creation. Investors will be keen to observe how Mr. Sennesael's financial acumen will influence WDC's future performance and strategic direction.
WESTERN DIGITAL CORP 8-K Report, Financial Results (Apr 30, 2025)
Western Digital Corporation (WDC) has filed an 8-K report on April 29, 2025, to announce its financial results for the fiscal third quarter ended March 28, 2025. The key details of these results are presented in a press release, attached as Exhibit 99.1 to the filing. This report serves as notification of the financial performance for the quarter. Investors should refer to the attached press release for specific financial metrics, revenue figures, profitability, and any forward-looking guidance provided by the company. The filing itself is procedural, informing the market of the earnings announcement. While the 8-K does not contain the detailed financial statements, it directs stakeholders to the comprehensive information available in the press release. This includes any commentary on market conditions, product demand, and strategic initiatives that may have influenced the quarter's performance and future outlook.
WESTERN DIGITAL CORP 8-K Report, Regulation FD Disclosure (Apr 7, 2025)
Western Digital Corporation (WDC) has filed a Current Report on Form 8-K on April 7, 2025, to provide preliminary unaudited financial information following the previously completed separation of its Flash business into an independent company, Sandisk Corporation (SNDK). This filing is primarily for informational purposes, presenting reclassified financial data for all periods as if the Flash business had been treated as discontinued operations. Investors should note that this information does not revise or restate previously filed financial statements. The company is providing detailed preliminary unaudited condensed consolidated balance sheets, statements of operations, GAAP to Non-GAAP reconciliations, and supplemental financial information for fiscal years 2022, 2023, 2024, and fiscal quarters in 2024 and 2025 to date.
WESTERN DIGITAL CORP 8-K Report, Bylaw Amendment (Mar 13, 2025)
Western Digital Corp. (WDC) has filed an 8-K report detailing two significant corporate actions. The first, effective March 13, 2025, involves amendments to the company's Amended and Restated Bylaws. These changes primarily focus on modernizing advance notice provisions for stockholder nominations and proposals, aligning with SEC's universal proxy rules, and clarifying procedural requirements for stockholders. Key updates include requirements for disclosure of stockholder arrangements with nominees, permitting board interviews with nominees, and reserving a specific proxy card color for the board. The second major announcement concerns the redemption of $1.8 billion of its 4.750% Senior Notes due 2026. The redemption will occur on April 14, 2025, at 100% of the principal amount plus accrued interest, with no applicable premium. This action will reduce the outstanding principal of these notes to $500 million. Investors should note these events as they impact corporate governance procedures and the company's debt structure.
WESTERN DIGITAL CORP 8-K/A Report, Exhibit Filing (Feb 26, 2025)
This 8-K/A filing from Western Digital Corp (WDC) is an amendment to a previous filing, specifically regarding pro forma financial information related to a significant corporate event: the Separation and Distribution. Investors should understand that this filing doesn't introduce new operational or financial results in the traditional sense, but rather provides a hypothetical view of the company's financial position and performance as if the Separation and Distribution had already occurred at specific past dates. The pro forma statements offer a crucial perspective for understanding the potential impact of this separation on WDC's balance sheet and income statement. By presenting these adjusted financials, the company aims to give stakeholders a clearer picture of the standalone entity's financial standing and operational efficiency, aiding in the valuation and investment decision-making process post-separation. This information is particularly relevant for understanding the financial implications and the structure of the business going forward.
WESTERN DIGITAL CORP 8-K Report, Material Agreement (Feb 24, 2025)
Western Digital Corporation (WDC) has officially completed the spin-off of its flash business, now operating as Sandisk Corporation (SNDK), as of February 21, 2025. This significant corporate action separates the flash memory operations from the company's traditional hard disk drive (HDD) business. Following the spin-off, Sandisk is now an independent publicly traded entity, with its common stock commencing trading on the Nasdaq under the symbol "SNDK" on February 24, 2025. Western Digital will retain a 19.9% ownership stake in Sandisk, and Sandisk will no longer be consolidated into WDC's financial statements. The company also entered into a series of definitive separation agreements with Sandisk to govern their relationship post-spin-off. These agreements cover critical aspects such as asset and employee allocation, tax matters, intellectual property licensing, and transitional services. Additionally, WDC amended its credit facility to permit the spin-off and facilitate the release of guarantees and liens related to the Sandisk entities. Notably, Sandisk paid a dividend of approximately $1.5 billion to WDC prior to the spin-off, which will impact WDC's cash position.
WESTERN DIGITAL CORP 8-K Report, Executive Changes (Feb 3, 2025)
Western Digital Corporation (WDC) announced a CFO transition, with Wissam G. Jabre stepping down as Chief Financial Officer on February 28, 2025. Concurrently, the Board of Directors has appointed Don R. Bennett as Interim Chief Financial Officer, effective on the same date. Mr. Bennett, who has a long tenure with the company since 1995 and most recently served as SVP, Finance and CFO of the HDD business, will also assume the principal financial officer role. This appointment brings a seasoned internal executive to lead the finance function on an interim basis. Investors should note the terms of Mr. Bennett's interim role, including a temporary annual base salary of $525,000 and a target annual incentive of 120% of base salary, both effective from his appointment date until three months after his interim CFO tenure concludes. He will also be eligible for standard executive compensation and benefits. The company has stated there are no arrangements or understandings impacting his appointment, and no family relationships with other executives or directors.
WESTERN DIGITAL CORP 8-K Report, Corporate Update (Feb 3, 2025)
Western Digital Corp. (WDC) has announced a significant step towards the separation of its flash business through a spin-off transaction. The Securities and Exchange Commission (SEC) declared effective Amendment No. 3 to the Registration Statement on Form 10 for Sandisk Corporation, the entity that will house the flash business. This filing is a critical milestone, clearing the way for the distribution of Sandisk shares to WDC stockholders. This spin-off will create an independent, publicly traded Sandisk, focused solely on the flash business, while Western Digital will continue as a separate entity concentrating on its hard disk drive (HDD) operations. Investors should note the key dates provided for trading commencement on a "when-issued" basis and regular-way trading for Sandisk, as well as the record date for the distribution, which will occur on February 21, 2025. Following the separation, WDC will continue to trade under its existing symbol.
WESTERN DIGITAL CORP 8-K Report, Executive Changes (Jan 30, 2025)
Western Digital Corp. (WDC) has filed an 8-K detailing significant leadership changes and board appointments that are contingent upon the successful completion of its previously announced spin-off of its flash business. Effective upon this transaction, David V. Goeckeler will step down as CEO, and directors Thomas Caulfield, David V. Goeckeler, and Miyuki Suzuki will resign from the board to join the board of the newly independent flash entity, Sandisk Corporation. This reshuffling aims to align leadership with the strategic separation of the company's HDD and flash operations. Simultaneously, Irving Tan has been appointed as the new Chief Executive Officer of Western Digital, succeeding Mr. Goeckeler. Irving Tan, currently Executive Vice President of Global Operations, will see his compensation package significantly enhanced, including a base salary increase, a substantial short-term incentive target, a large LTI award comprised of RSUs and PSUs, and potential increases to future LTI awards. Additionally, the board has appointed three new directors: Irving Tan, Bruce Kiddoo, and Roxanne Oulman, who will also assume committee roles on various board committees, including Audit, Governance, and Compensation. These appointments and resignations underscore the ongoing strategic transformation of Western Digital as it prepares for a new chapter as a focused HDD company.
WESTERN DIGITAL CORP 8-K Report, Financial Results (Jan 29, 2025)
Western Digital Corporation (WDC) has filed an 8-K report detailing its financial results for the fiscal second quarter ended December 27, 2024. The company announced these results on January 29, 2025, with the full press release incorporated as an exhibit. This filing provides investors with key performance metrics and financial condition updates for the recently concluded quarter. While the 8-K itself is a procedural filing, the incorporated press release (Exhibit 99.1) is the primary source of investor-relevant information. Investors should refer to this press release for specific details on revenue, profitability, segment performance, and management's outlook. The information provided in this 8-K, including the press release, is furnished and not deemed "filed" for certain regulatory purposes, meaning it won't be automatically incorporated into future registration statements unless explicitly referenced.
WESTERN DIGITAL CORP 8-K Report, Financial Results (Jan 16, 2025)
Western Digital Corporation (WDC) has filed an 8-K report on January 15, 2025, providing preliminary financial results for its second fiscal quarter ended December 27, 2024. The company anticipates revenue to be at the mid-point of its previously issued guidance range of $4.20 billion to $4.40 billion. However, non-GAAP diluted earnings per share (EPS) are expected to be at the lower end of the previously guided range of $1.75 to $2.05. This is attributed to a more challenging pricing environment within the company's flash business. In addition to the financial update, the report also discloses the departure of Wissam Jabre, the Executive Vice President and Chief Financial Officer. Mr. Jabre will resign from his role effective February 28, 2025, coinciding with the company's anticipated completion of the separation of its HDD and Flash businesses. The company is actively searching for a new CFO for its HDD business post-separation.
WESTERN DIGITAL CORP 8-K Report, Executive Changes (Dec 13, 2024)
Western Digital Corporation (WDC) announced a significant executive departure in an 8-K filing dated December 13, 2024. Robert Soderbery, Executive Vice President and General Manager of the Flash Business, will be leaving the company effective January 2, 2025. This transition marks the end of his employment and an important change in leadership for a key operational segment of the company. Mr. Soderbery is entitled to receive severance benefits under the Company's Executive Severance Plan, contingent upon his execution of a general release of claims. While the specific details of the severance package are not disclosed in this filing, the entitlement is outlined. Investors should monitor future communications for any further implications of this leadership change on the Flash Business strategy and performance.
WESTERN DIGITAL CORP 8-K Report, Executive Changes (Nov 25, 2024)
Western Digital Corporation (WDC) has filed an 8-K detailing the outcomes of its annual stockholder meeting held on November 20, 2024. The primary focus for investors is the stockholder approval of the amended and restated 2021 Long-Term Incentive Plan (Equity Plan). This amendment allows for an increase of 6 million shares available for issuance, which is a common mechanism for companies to continue incentivizing employees and executives through stock-based compensation. The strong approval of this plan suggests continued support for management's strategy to retain and motivate key talent. Additionally, the filing provides the voting results for the election of directors, advisory vote on executive compensation, and ratification of KPMG LLP as the independent registered public accounting firm. All proposals presented to shareholders received substantial support, indicating general alignment between the board's actions and shareholder interests. The re-election of all eight directors and the approval of executive compensation, along with the ratification of auditors, point towards a stable governance structure and continuity in financial oversight.
WESTERN DIGITAL CORP 8-K Report, Financial Results (Oct 24, 2024)
Western Digital Corporation (WDC) has filed an 8-K report on October 24, 2024, to announce its financial results for the fiscal first quarter ended September 27, 2024. The report primarily incorporates a press release detailing these results, which provides investors with an update on the company's operational and financial performance during the period. This filing is crucial for understanding WDC's recent trajectory and outlook. While the 8-K itself doesn't contain the detailed financial figures, it directs stakeholders to the attached press release (Exhibit 99.1) for comprehensive information. Investors should review this press release to gain insights into key metrics such as revenue, profitability, earnings per share, and any forward-looking guidance provided by the company. The information is furnished and not considered 'filed' for certain regulatory purposes, but it remains the primary source for understanding WDC's performance in the first quarter of fiscal 2025.
WESTERN DIGITAL CORP 8-K Report, Corporate Update (Aug 27, 2024)
Western Digital Corporation (WDC) filed an 8-K on August 26, 2024, reporting the registration for resale of up to 235,000 shares of its Series A Convertible Perpetual Preferred Stock. Additionally, the company registered for resale 10,000,000 shares of its common stock that are issuable upon the conversion of this preferred stock. This filing is a procedural step to enable the resale of these securities in the public market, as outlined in a related prospectus supplement. The company has also filed a legal opinion and consent from Skadden, Arps, Slate, Meagher & Flom LLP as an exhibit to this report. This legal documentation supports the registration statement on Form S-3ASR previously filed by WDC. Investors should note that this 8-K primarily concerns the administrative and legal aspects of making existing securities available for sale, rather than announcing new financial performance, strategic initiatives, or material operational changes.
WESTERN DIGITAL CORP 8-K Report, Financial Results (Jul 31, 2024)
Western Digital Corporation (WDC) has filed an 8-K report on July 30, 2024, to announce its financial results for the fiscal fourth quarter and full year ended June 28, 2024. The key information, detailed in a press release filed as Exhibit 99.1, provides investors with the company's performance metrics for the recently concluded fiscal period. Investors should review this press release for comprehensive details on revenue, profitability, and other key financial indicators. The filing itself is primarily procedural, serving to incorporate the press release announcement into the public record. While the 8-K itself does not contain detailed financial figures, it directs stakeholders to the attached press release for the specific results. It's important to note that the information furnished under Item 2.02 and Exhibit 99.1 is generally not considered "filed" for the purposes of Section 18 of the Exchange Act, meaning it doesn't carry the same legal liability as formally filed documents unless specifically incorporated by reference into other filings.
WESTERN DIGITAL CORP 8-K Report, Executive Changes (May 24, 2024)
Western Digital Corporation (WDC) filed an 8-K on May 23, 2024, reporting compensation adjustments for two key executives, Chief Financial Officer Wissam G. Jabre and Executive Vice President and General Manager, Flash, Robert W. Soderbery. These adjustments, approved by the Compensation and Talent Committee on May 20, 2024, are effective June 29, 2024. The filing provides specific details on their revised annual base salaries and long-term incentive (LTI) target percentages. For investors, this disclosure signals a continued focus on executive compensation aligned with company performance and retention. The significant increase in LTI targets, particularly the 600% for both executives, suggests a strong emphasis on rewarding long-term value creation and aligning executive interests with those of shareholders. Investors should monitor the company's subsequent performance and how these compensation structures contribute to achieving strategic objectives.
WESTERN DIGITAL CORP 8-K Report, Rights Modification (May 14, 2024)
Western Digital Corporation (WDC) filed an 8-K report on May 13, 2024, detailing the results of its Special Meeting of Stockholders held on May 10, 2024. The primary focus for investors is the approval of significant amendments to the company's Certificate of Incorporation and its subsidiary WDT's Charter. These amendments include a substantial increase in the authorized shares of common stock, from 450 million to 750 million, which could provide the company with greater financial flexibility for future strategic initiatives, such as acquisitions or stock offerings. Additionally, shareholders approved exculpation amendments for certain officers of both WDC and WDT, limiting their personal liability for monetary damages related to breaches of the duty of care, a common practice for Delaware corporations aimed at attracting and retaining executive talent. The meeting also saw the approval of amendments to WDT's Charter to remove the pass-through voting provision, simplifying corporate governance by allowing WDC (as the sole stockholder of WDT) to make certain decisions without additional stockholder approval. The overwhelming support for these proposals indicates shareholder confidence in management's strategic direction and corporate governance framework. The successful passage of these amendments, particularly the increase in authorized shares, is a key development that investors will want to monitor for its implications on future capital allocation and corporate strategy.
WESTERN DIGITAL CORP 8-K Report, Financial Results (Apr 25, 2024)
Western Digital Corporation (WDC) filed an 8-K on April 25, 2024, to announce its financial results for the fiscal third quarter ended March 29, 2024. The filing primarily serves as a notification of these results, with the detailed financial performance and commentary contained within the accompanying press release (Exhibit 99.1). Investors should refer to this press release for comprehensive insights into the company's operational performance, financial condition, and forward-looking statements during the period. The 8-K itself is a procedural document indicating the release of this information, not the detailed financial analysis itself.
WESTERN DIGITAL CORP 8-K Report, Corporate Update (Mar 5, 2024)
Western Digital Corporation (WDC) filed an 8-K on March 5, 2024, providing an update on its previously announced plan to separate into two independent companies: one focused on Hard Disk Drive (HDD) technology and the other on flash-based products (Flash Business). The key development in this filing is the announcement of initial executive leadership appointments for both of these future entities. These appointments are contingent upon the successful completion of the separation, which still requires Board approval and other customary closing conditions. While this filing does not contain new financial results, it signals continued progress towards the significant strategic separation. Investors should view this as a step forward in the process, with the naming of leadership teams intended to build confidence and pave the way for the operational independence of the two businesses. However, the company explicitly notes numerous risks and uncertainties associated with the separation, including execution challenges, financing availability, regulatory hurdles, and market volatility, which could impact the timeline and success of the spin-off.
WESTERN DIGITAL CORP 8-K Report, Material Agreement (Mar 4, 2024)
Western Digital Corporation (WDC) has announced a significant strategic move through its subsidiary, SanDisk China Limited, to sell an 80% equity stake in SanDisk Semiconductor (Shanghai) Co. Ltd. (SDSS) to JCET Management Co., Ltd. for approximately $624 million. This transaction effectively forms a joint venture where JCET will hold the majority stake, with Western Digital retaining a 20% interest. The deal is expected to close in the third quarter of 2024 and is a key step in Western Digital's broader strategy to separate its HDD and Flash businesses, with proceeds intended to bolster the company's financial position and flexibility. The agreement outlines a structured payment plan for JCET, spread over several years, and includes the formation of critical ancillary agreements such as a Shareholders Agreement, IP License Agreement, Supply Agreement, and Transition Services Agreement. Western Digital anticipates a modest reduction in annual operating expenses and capital expenditures related to Flash-based products, while also expecting a slight increase in the cost of revenue for these products due to the transition to a contract manufacturing model via the joint venture. The company also notes that SDSS will primarily serve as a supplier to Western Digital's subsidiary, WD Buyer, for at least an initial five-year term.
WESTERN DIGITAL CORP 8-K Report, Financial Results (Jan 25, 2024)
Western Digital Corporation (WDC) filed an 8-K on January 25, 2024, to announce its financial results for the fiscal second quarter ended December 29, 2023. The primary purpose of this filing is to furnish the press release containing these results, which is attached as Exhibit 99.1. Investors should refer to this press release for detailed financial performance metrics and management commentary for the reported quarter. While this 8-K itself does not contain extensive analysis, it signals the release of WDC's latest quarterly performance data. Key information such as revenue, earnings per share, gross margins, and segment performance, particularly within its Hard Disk Drives (HDD) and flash storage businesses, will be found in the accompanying press release. Investors should review these figures to assess the company's operational execution and market positioning.
WESTERN DIGITAL CORP 8-K Report, Executive Changes (Jan 4, 2024)
Western Digital Corporation (WDC) has filed an 8-K reporting a key executive departure. Michael C. Ray, the Executive Vice President, Chief Legal Officer, and Secretary, announced his resignation, effective January 12, 2024, to pursue a new opportunity. This change in leadership within the legal department is a notable event for the company.
WESTERN DIGITAL CORP 8-K Report, Corporate Update (Dec 26, 2023)
Western Digital Corporation (WDC) has filed a Current Report on Form 8-K to announce the registration for resale of a significant number of shares. Specifically, WDC is registering up to 900,000 shares of its Series A Convertible Perpetual Preferred Stock and an additional 28,000,000 shares of common stock that are issuable upon the conversion of this preferred stock. This filing indicates a potential increase in the float of WDC's common stock available for trading in the market. The primary purpose of this registration is to allow existing holders of the preferred stock to sell their shares, and potentially convert them to common stock for sale, without requiring a new registration for each transaction. The filing also includes the legal opinion and consent from Skadden, Arps, Slate, Meagher & Flom LLP, which supports the registration statement on Form S-3ASR. Investors should monitor potential selling pressure from these registered shares, although the timing and volume of actual sales will depend on market conditions and the decisions of the preferred stockholders.
WESTERN DIGITAL CORP 8-K Report, Executive Changes (Nov 17, 2023)
Western Digital Corporation (WDC) filed an 8-K on November 17, 2023, detailing the results of its annual stockholder meeting held on November 15, 2023. The primary focus for investors in this filing is the stockholder approval of the Amended and Restated 2021 Long-Term Incentive Plan, which increases the shares available for issuance by 2.35 million. This action is crucial for the company's ability to attract and retain talent through equity-based compensation, a key factor in performance and future growth. Additionally, the filing confirms the election of nine directors and provides voting results on executive compensation and auditor ratification. Investors can note the overwhelming support for the annual frequency of advisory votes on executive compensation, indicating a preference for regular shareholder input on management pay. The ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2024 also provides continuity in financial oversight.
WESTERN DIGITAL CORP 8-K Report, Material Agreement (Nov 3, 2023)
Western Digital Corporation (WDC) announced on November 3, 2023, the issuance of $1.6 billion in aggregate principal amount of 3.00% convertible senior notes due 2028. The company received net proceeds of approximately $1,563 million from this offering. These proceeds are earmarked for several strategic financial maneuvers, including approximately $155 million for capped call transactions to mitigate potential dilution, and about $507 million used to repurchase existing 1.50% convertible senior notes due 2024. The remaining funds are designated for further repayment or repurchase of these maturing notes and for general corporate purposes, which may include other debt retirements. The new notes are senior unsecured obligations, guaranteed by Western Digital Technologies, Inc., and bear interest at 3.00% annually, payable semi-annually. The notes mature on November 15, 2028, unless earlier converted or redeemed. A key feature for investors is the conversion option, initially set at an equivalent of $52.20 per share, representing a significant premium over the stock's recent trading price. This structure aims to provide flexibility in capital management while potentially reducing dilution to existing shareholders upon conversion.
WESTERN DIGITAL CORP 8-K Report, Regulation FD Disclosure (Nov 1, 2023)
Western Digital Corporation (WDC) announced significant financial maneuvers on October 31, 2023, primarily focused on debt management and capital structure optimization. The company successfully upsized its offering of convertible senior notes due 2028 to $1.4 billion, an increase of $100 million from its previous announcement. This move suggests strong investor demand and allows WDC to raise additional capital. Concurrently, WDC actively repurchased approximately $508 million of its existing 1.50% convertible senior notes due 2024 for cash. This proactive debt reduction strategy, executed through privately negotiated transactions, aims to deleverage the balance sheet and potentially reduce future interest expenses. The company also entered into capped call transactions, likely to manage the financial impact of the new convertible note issuance.
WESTERN DIGITAL CORP 8-K Report, Financial Results (Oct 30, 2023)
Western Digital Corporation (WDC) filed an 8-K on October 30, 2023, to announce its financial results for the fiscal first quarter ended September 29, 2023. The filing primarily incorporates a press release detailing these results. Investors should note that while this information is publicly disclosed, it is furnished under Item 2.02 and is not considered "filed" for purposes of Section 18 of the Exchange Act, meaning it does not carry the same legal liabilities and is not automatically incorporated into other SEC filings unless specifically referenced. While the specific financial metrics are within the attached press release (Exhibit 99.1), this 8-K serves as the official notification of their release. Investors seeking detailed performance figures, revenue breakdowns, profitability, and forward-looking guidance for the fiscal first quarter must refer to the accompanying press release. This filing is a procedural step to ensure timely market communication of the company's quarterly performance.
WESTERN DIGITAL CORP 8-K Report, Regulation FD Disclosure (Oct 30, 2023)
Western Digital Corporation (WDC) announced on October 30, 2023, that its board of directors has authorized management to proceed with a plan to spin off its flash-based product segment (Flash Business) from its hard disk drive technology business (HDD Business). This strategic review considered a range of alternatives, and the company intends for the spin-off to be structured as a tax-free transaction for U.S. federal income tax purposes, with a target completion in the second half of calendar year 2024. The final decision to execute the spin-off remains subject to board approval, definitive agreements, tax rulings, and customary closing conditions, including SEC filings and audited financials. The company will host an investor call to discuss the spin-off and provide a presentation detailing the separation process and the financial characteristics of each future entity. Investors should note that no assurance can be given that the spin-off will occur or be completed as planned, as the company may abandon these efforts at any time.
WESTERN DIGITAL CORP 8-K Report, Regulation FD Disclosure (Oct 30, 2023)
Western Digital Corporation (WDC) announced a proposed offering of $1.3 billion in convertible senior notes due 2028. This offering is subject to market conditions and aims to bolster the company's financial structure. Alongside this, WDC plans to repurchase a portion of its existing 1.50% convertible senior notes due 2024, with terms to be individually negotiated with holders. This dual action suggests a strategic move to manage its debt profile, potentially extending maturity and altering its capital structure. The company is also entering into capped call transactions to mitigate potential dilution to its common stock resulting from the conversion of the new notes. These transactions are designed to offset any cash payments beyond the principal amount upon conversion. Investors should note that the offering and repurchases are subject to market conditions and negotiations, and the exact outcomes are not guaranteed. The filing also reiterates forward-looking statements and associated risks, including the ongoing process of spinning off its flash-based product segment.
WESTERN DIGITAL CORP 8-K Report, Material Agreement (Oct 10, 2023)
Western Digital Corporation (WDC) disclosed via an 8-K filing on October 10, 2023, that its wholly-owned subsidiary, Western Digital Technologies, Inc. (WDT), has entered into a second supplemental indenture. This agreement pertains to WDT's guarantee of Western Digital Corporation's 1.50% Convertible Senior Notes due 2024. This guarantee is contingent upon WDT remaining a guarantor for the company's 4.750% Senior Notes due 2026 and adhering to the indenture's terms.
WESTERN DIGITAL CORP 8-K Report, Financial Results (Jul 31, 2023)
Western Digital Corporation (WDC) has filed an 8-K report on July 31, 2023, announcing its financial results for the fiscal fourth quarter and full year ended June 30, 2023. The report also disclosed the departure of Srinivasan Sivaram, President of Technology and Strategy. Investors should note that the financial results themselves are contained within an attached press release (Exhibit 99.1) and are furnished, not officially "filed" under certain sections of SEC rules, meaning they don't carry the same liability implications as formally filed information. While the 8-K itself doesn't provide the detailed financial figures, it directs investors to the press release for this information. The key takeaway from this filing is the official notification of both the Q4/FY23 financial results and a notable executive departure. Investors will need to refer to the referenced press release for a comprehensive understanding of the company's performance and any forward-looking statements or guidance.
WESTERN DIGITAL CORP 8-K Report, Material Agreement (Jun 21, 2023)
Western Digital Corporation (WDC) has filed an 8-K report detailing significant amendments to its credit facilities and related agreements, effective June 20, 2023. The primary focus of these amendments is to modify financial covenants, specifically by adjusting leverage ratio requirements through fiscal Q3 2025, introducing minimum liquidity covenants through fiscal Q4 2024, and a minimum free cash flow requirement through fiscal Q4 2023. Additionally, term loan commitments under the DDTL Agreement have been extended to August 14, 2023. These changes are accompanied by enhanced security measures. Western Digital Technologies, Inc. and other wholly-owned domestic subsidiaries will act as Guarantors, unconditionally guaranteeing obligations under the Credit Facilities and, under certain conditions, Western Digital's 4.750% Senior Notes due 2026. Furthermore, substantially all assets of the Company and the Initial Guarantor will serve as collateral on a first-priority basis for the Credit Facilities, and on an equal and ratable basis for the 2.850% Senior Notes due 2029 and 3.100% Senior Notes due 2032. These agreements also impose additional restrictive covenants on the company, including limitations on debt, liens, acquisitions, and dividends.
WESTERN DIGITAL CORP 8-K Report, Financial Results (May 8, 2023)
Western Digital Corporation (WDC) has filed an 8-K report on May 8, 2023, primarily to announce its financial results for the fiscal third quarter ended March 31, 2023. The report incorporates by reference a press release (Exhibit 99.1) containing these results. While this filing officially reports the results, it's important for investors to note that the information within Item 2.02 and the incorporated press release is not considered "filed" for purposes of Section 18 of the Exchange Act, meaning it doesn't carry the same legal liability as other filings. However, it serves as the official public disclosure of the company's recent performance.
WESTERN DIGITAL CORP 8-K Report, Corporate Update (May 5, 2023)
Western Digital Corporation (WDC) has filed an 8-K report on May 5, 2023, to disclose an update regarding a network security incident affecting its systems. While the filing itself is brief and primarily references an attached press release, the core message for investors is that the company is actively addressing a cybersecurity event. The press release, which is integral to understanding the full scope of the situation, details the incident and its potential impact. Investors should pay close attention to this press release for information on the nature of the breach, the affected systems, and the company's response efforts. Given the potential ramifications of data breaches on operations, customer trust, and financial performance, this incident is a significant event for WDC. Investors will be looking for assurances regarding the containment of the incident, the protection of sensitive data, and the potential costs associated with remediation and any necessary security enhancements. The company's transparency and the effectiveness of its mitigation strategies will be crucial factors in assessing the short-term and long-term impact on the business.
WESTERN DIGITAL CORP 8-K Report, Corporate Update (Apr 3, 2023)
Western Digital Corporation (WDC) filed an 8-K on April 3, 2023, to disclose a network security incident affecting its systems, as detailed in a press release dated April 2, 2023. While the filing itself is brief, the attached press release is crucial for investors to understand the scope and potential impact of this event. Investors should pay close attention to the nature of the incident, the types of data potentially compromised, and the company's response and mitigation efforts, as these factors could influence future operational stability and financial performance.
WESTERN DIGITAL CORP 8-K/A Report, Material Agreement (Feb 7, 2023)
Western Digital Corporation (WDC) has filed an 8-K/A to report on a significant financing event involving the issuance of $900 million in Series A Convertible Perpetual Preferred Stock to Apollo and Elliott. This move injects crucial capital into the company, with Apollo investing $665 million and Elliott investing $235 million. The preferred stock carries a fixed dividend rate that escalates over time and is senior to common stock in liquidation preferences. This financing is a key development for WDC as it navigates its strategic direction, potentially including a spin-off of its flash business. The terms of the preferred stock include conversion rights into common stock at a premium, with specific provisions and limitations tied to potential corporate actions like a spin-off or merger. The company also retains the option to redeem the preferred stock after seven years, and investors have certain protections and conversion triggers. The agreement includes board representation for Apollo, with Reed B. Rayman appointed to the board, and various standstill and transfer restrictions for the investors to manage potential conflicts and market impact. These arrangements highlight a strategic partnership aimed at supporting WDC's future growth and potential restructuring.