WDC 8-K Current Reports

Securities & ListingOther Events

WESTERN DIGITAL CORP 8-K Report, Financial Results (Aug 5, 2026)

Western Digital (WDC) reported fiscal fourth quarter and full-year 2026 results for the period ended July 3, 2026, showing sharp top-line and margin expansion. Q4FY26 revenue was $3.75 billion, up 44% year over year and 12% sequentially, with GAAP gross margin of 54.1% (up 1,310 bps YoY) and non-GAAP gross margin of 54.4%. Non-GAAP operating margin reached 44.2%, versus 28.1% a year earlier. GAAP diluted EPS was $8.21, but this figure is inflated by a $2.05 billion gain on the company's retained interest in Sandisk; non-GAAP diluted EPS of $3.56 is the better gauge of operating performance. Free cash flow was $1.28 billion in the quarter and $3.51 billion for the full year. For fiscal 2026, revenue rose 36% to $12.9 billion, and non-GAAP diluted EPS was $10.22, up 104%. GAAP results were heavily affected by mark-to-market gains on the Sandisk stake and by debt and equity transaction costs of $907 million. The balance sheet improved markedly: total debt fell from roughly $4.7 billion to about $1.05 billion (all current), shareholders' equity rose to $8.9 billion from $5.3 billion, and the company repurchased $2.6 billion of stock during the year. Cash was $1.58 billion at year-end. Management guided fiscal Q1 2027 revenue to $4.1 billion (±$100 million), up roughly 42% to 49% year over year, with non-GAAP gross margin of 55% to 56% and non-GAAP EPS of $4.00 (±$0.15) on about 388 million diluted shares. The board declared a $0.15 quarterly dividend payable September 17, 2026. The 10-K is expected on or about August 14, 2026.

Aug 5, 2026 8-K

Other Events

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.

Jun 11, 2026 8-K/A

Securities & Listing

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.

Jun 8, 2026 8-K

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.

Jun 3, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Executive Changes (May 28, 2026)

Western Digital (WDC) filed an 8-K on May 28, 2026 disclosing the board appointment of Manuvir Das, effective May 26, 2026. Das was named to the Board by unanimous vote, serves until the next annual meeting, and was also appointed to the Audit Committee. The filing is governance-focused rather than financial: no earnings, guidance, or financial statements are included, and the company reports no related-party transactions or special arrangements tied to his appointment. Das brings substantial enterprise AI and data infrastructure experience. He previously held senior roles at NVIDIA (Head of Enterprise Computing, where he launched the NVIDIA AI Enterprise suite), Dell EMC (leading the unstructured data storage business, including Isilon and ECS), and Microsoft (14 years, including engineering work on Azure). He currently serves as an Operating Partner at Stonepeak Partners' Digital Infrastructure group. The board now has nine directors, eight of whom are independent and external. For investors, the key takeaways are that the addition strengthens WD's board expertise in AI infrastructure and enterprise storage at a time when the company positions itself around AI-driven data demand, and that his Audit Committee seat adds financial oversight capacity. Standard director compensation applies, and the appointment does not alter operations or guidance. The Stonepeak role is a potential area to monitor for any conflicts, though the company states he has no material interest requiring Item 404(a) disclosure.

May 28, 2026 8-K

Corporate ChangesOther EventsExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Financial Results (Apr 30, 2026)

Western Digital (WDC) reported fiscal third quarter 2026 results for the period ended April 3, 2026, showing a sharp acceleration in the business. Revenue reached $3.34 billion, up 45% year-over-year and 11% sequentially, with GAAP gross margin of 50.2% and non-GAAP gross margin of 50.5%, both well above the prior-year levels of roughly 40%. Non-GAAP operating margin expanded to 38.6% from 26.0% a year earlier. Management attributes the demand to AI workloads, with HDDs serving as the cost-efficient persistent storage layer for training, inference, and agentic and physical AI data. GAAP results were inflated by non-operating items. GAAP diluted EPS of $8.20 includes a $2.73 billion gain on the company's retained interest in Sandisk, partly offset by $545 million of costs tied to a debt-for-equity exchange. Non-GAAP diluted EPS was $2.72, up 97% year-over-year. Investors should weigh the non-GAAP figures for operating trends, while recognizing that the retained Sandisk stake remains a source of mark-to-market volatility. Balance sheet actions were significant: long-term debt was reduced to zero from $2.49 billion at fiscal year-end June 2025, shareholders' equity rose to $9.68 billion, and the company repurchased $1.92 billion of stock during the nine months. For the fiscal fourth quarter of 2026, management guided revenue of $3.65 billion at the midpoint (up 36% to 44% year-over-year), non-GAAP gross margin of 51% to 52%, and non-GAAP EPS of $3.25 (plus or minus $0.15). The board also raised the quarterly dividend 20% to $0.15 per share, payable June 17, 2026. Free cash flow for the quarter was $978 million, up from $436 million a year earlier. Investors should note that the guidance and the dividend increase both assume continued strong AI-driven HDD demand.

Apr 30, 2026 8-K

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.

Feb 24, 2026 8-K

Shareholder Matters

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.

Feb 18, 2026 8-K

Other Events

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.

Feb 9, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Financial Results (Jan 29, 2026)

Western Digital reported fiscal second quarter 2026 results (quarter ended January 2, 2026) with revenue of $3.02 billion, up 25% year over year and 7% sequentially, driven by strong data center demand for high-capacity HDDs tied to AI workloads. GAAP gross margin expanded to 45.7% (non-GAAP 46.1%), and GAAP operating income rose 62% year over year to $908 million. Non-GAAP diluted EPS was $2.13, up 78% year over year, while GAAP diluted EPS of $4.73 was inflated by a $1.1 billion non-cash mark-to-market gain on the company's retained interest in Sandisk. The GAAP-to-non-GAAP gap is therefore dominated by that gain, so investors should focus on the non-GAAP operating metrics for underlying performance. Cash generation remained robust, with operating cash flow of $745 million and free cash flow of $653 million in the quarter. Management returned more than 100% of free cash flow to shareholders through buybacks ($615 million in the quarter) and dividends. The balance sheet shows total debt of roughly $4.66 billion, with $2.2 billion classified as current, and the retained Sandisk stake now carried at $2.07 billion, up from $354 million at fiscal year-end. Looking ahead, management guided fiscal third quarter 2026 revenue to about $3.2 billion (up roughly 40% year over year at the midpoint), non-GAAP gross margin of 47% to 48%, and non-GAAP EPS of $2.30 (+/- $0.15). The company also declared a quarterly dividend of $0.125 per share, payable March 18, 2026. Key risks include tariffs and trade restrictions, supplier concentration, demand volatility, and the valuation sensitivity of the Sandisk stake.

Jan 29, 2026 8-K

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.

Nov 24, 2025 8-K

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.

Nov 3, 2025 8-K

WESTERN DIGITAL CORP 8-K Report, Financial Results (Oct 30, 2025)

Western Digital reported fiscal first quarter 2026 results (quarter ended October 3, 2025) with revenue of $2.82 billion, up 27% year over year and 8% sequentially. GAAP gross margin expanded to 43.5% and non-GAAP gross margin to 43.9%, while non-GAAP operating margin reached 30.4%, up roughly 1,200 basis points from a year ago. Operating cash flow was $672 million and free cash flow was $599 million. Management attributes the strength to data center and AI-driven storage demand and the adoption of high-capacity drives. GAAP diluted EPS of $3.07 is inflated by a $611 million non-cash gain on the company's retained interest in Sandisk, which is excluded from the company's non-GAAP diluted EPS of $1.78 (up 137% year over year). Investors should weigh the non-GAAP figure as the better measure of core operating performance, while recognizing that the GAAP result reflects a one-time mark-to-market benefit. Shareholder returns were also a focus: the company repurchased $553 million of common stock and raised its quarterly dividend 25% to $0.125 per share. For fiscal second quarter 2026, management guided to revenue of about $2.9 billion (±$100 million, roughly 20% year-over-year growth at the midpoint), non-GAAP gross margin of 44% to 45%, and non-GAAP diluted EPS of $1.88 (±$0.15). The guidance implies continued sequential improvement, though the outlook is subject to demand, supply chain, and tariff risks noted in the filing.

Oct 30, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Financial Results (Jul 30, 2025)

Western Digital reported fiscal fourth quarter and full-year 2025 results (quarter ended June 27, 2025), showing strong top-line momentum and a sharp improvement in profitability. Q4 revenue was $2.61 billion, up 30% year over year, with GAAP gross margin of 41.0% (up 620 bps Y/Y) and non-GAAP gross margin of 41.3%. GAAP diluted EPS was $0.67 and non-GAAP diluted EPS was $1.66. Fiscal 2025 revenue reached $9.52 billion, up 51% year over year, and GAAP operating income swung to $2.33 billion from a $(403) million loss the prior year, reflecting the separation of the Flash business into Sandisk on February 21, 2025, which is now presented as discontinued operations. Cash generation and capital allocation were central to the message. Operating cash flow for the quarter was $746 million and free cash flow was $675 million; for the full year, free cash flow was $1.43 billion. Management said it reduced debt by $2.6 billion during the quarter, initiated a cash dividend of $0.10 per share (payable September 18, 2025), and authorized a $2.0 billion share repurchase program. Balance sheet debt fell substantially, with long-term debt of $2.49 billion and current portion of $2.23 billion at fiscal year-end versus $5.68 billion long-term a year earlier. For fiscal Q1 2026, management guided to revenue of about $2.70 billion (+/- $100 million), non-GAAP gross margin of 41%-42%, and non-GAAP EPS of $1.54 (+/- $0.15), citing strength in Cloud demand. Investors should note that results are described as preliminary, the GAAP figures include sizable non-operating items (a $772 million loss on the retained Sandisk stake for the year and a $100 million loss on debt extinguishment), and the full-year GAAP tax line was a benefit of $513 million.

Jul 30, 2025 8-K

WESTERN DIGITAL CORP 8-K Report, Executive Changes (May 8, 2025)

Western Digital (Nasdaq: WDC) announced on May 6-7, 2025 that its Board unanimously appointed Kris Sennesael as Executive Vice President and Chief Financial Officer, effective May 12, 2025, and he will assume the role of principal financial officer at that time. Sennesael brings more than 25 years of finance and general management experience in semiconductor and technology, most recently serving as CFO of Skyworks Solutions (2016 to May 2025). Earlier CFO roles include Enphase Energy (2012-2016) and Standard Microsystems (2009-2012), and he also sits on the board of Maxeon Solar Technologies. He will report directly to CEO Irving Tan and lead the global finance organization, including accounting, financial reporting, tax, treasury, internal audit, corporate real estate, and investor relations. The compensation package signals the Board's commitment to retaining and attracting senior finance talent. Sennesael receives a $715,000 base salary, a 100% target short-term incentive bonus, and a $2,000,000 signing bonus subject to clawback if he leaves before the two-year anniversary of payment (absent termination without Cause). His sign-on equity award has a $10,000,000 grant-date value, split 80% time-based RSUs vesting in tranches through May 2028 and 20% PSUs expected to vest in August 2028 subject to performance criteria. He is also eligible for a fiscal 2026 annual equity award of approximately $5,250,000, subject to Compensation Committee approval. Standard indemnification and executive severance and change-in-control plan participation apply. For investors, the filing is primarily a leadership transition rather than a financial-performance event; the 8-K contains no new financial results or guidance. The appointment fills a key role at a time when WDC is operating post-separation of its HDD and Flash businesses and emphasizing operational efficiency alongside investment in innovation. Investors should monitor the new CFO's early communications on capital allocation, cost discipline, and the company's approach to growth and shareholder returns, particularly in upcoming earnings calls.

May 8, 2025 8-K

WESTERN DIGITAL CORP 8-K Report, Financial Results (Apr 30, 2025)

Western Digital (WDC) reported fiscal third quarter 2025 results (quarter ended March 28, 2025) with revenue of $2.29 billion, up 31% year-over-year but down 5% sequentially. The quarter was driven by Cloud, which represented 87% of revenue at $2.0 billion (up 38% YoY), while Client and Consumer revenue were smaller and declined. GAAP gross margin expanded to 39.8% (non-GAAP 40.1%), and GAAP EPS was $2.11 versus non-GAAP EPS of $1.36. GAAP results were inflated by a $201 million litigation-related reversal following a patent settlement and were partly offset by a $606 million unrealized mark-to-market loss on the company's retained 19.9% stake in Sandisk, which separated from WDC on February 21, 2025. The company guided fiscal fourth quarter 2025 revenue to $2.45 billion (±$150 million) and non-GAAP EPS to $1.45 (±$0.20), implying modest sequential growth relative to the Q3 non-GAAP EPS of $1.36. Non-GAAP gross margin is guided to 40.0%-41.0%. The Board also authorized a new quarterly cash dividend program, with a first dividend of $0.10 per share payable June 18, 2025 to holders of record as of June 4, 2025. Cash rose to $3.48 billion at quarter end, and operating cash flow was $508 million, though the balance sheet carries $7.3 billion of total debt, including $2.4 billion classified as current. For investors, the key themes are the transformation to a pure-play HDD company following the Sandisk separation, the strength of the nearline cloud business, and the initiation of shareholder returns. The quarter's GAAP earnings were heavily affected by non-operating and one-time items, so non-GAAP metrics and the free cash flow of $436 million provide a clearer view of underlying operating performance. Risks highlighted include tariff and trade uncertainty, demand volatility, leverage, and the possibility that the dividend could be suspended or discontinued.

Apr 30, 2025 8-K

Corporate ChangesRegulation FDExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Regulation FD Disclosure (Apr 7, 2025)

Western Digital's 8-K (Item 7.01 and Exhibit 99.1) provides recast, preliminary unaudited financial statements for the post-separation company, which now consists of the hard disk drive (HDD) business. The Flash business was spun off as Sandisk (NASDAQ: SNDK) on February 21, 2025. Sandisk's results are reclassified to discontinued operations for all periods shown, so the continuing-operations figures below reflect WDC on a standalone basis. The filing does not restate previously reported results and is furnished, not filed, under Form 8-K. On the recast basis, WDC's business looks markedly stronger. Fiscal Q2 2025 revenue was $2,409 million, up 76% from $1,367 million a year earlier, driven by Cloud revenue of $2,096 million (up from $1,031 million). Non-GAAP gross margin expanded to 38.4% from 23.6%, and GAAP operating income reached $560 million versus a $102 million loss. Diluted EPS from continuing operations was $1.27, compared with a $0.49 loss. Fiscal Q1 2025 showed the same trend, with revenue of $2,212 million and GAAP operating income of $333 million. The balance sheet shows total debt of about $7.4 billion at fiscal Q2 2025 (current portion $150 million plus long-term debt $7.2 billion), down from roughly $7.4 billion at year-end 2024. Cash and equivalents were $1,487 million. Investors should note that the discontinued-operations figures include allocation methodologies that differ from Sandisk's own filings, the data are unaudited, and the transaction accounting adjustments reported in the February 26, 2025 Form 8-K/A are excluded. Because WDC's continuing results now exclude Flash, the company's forward earnings profile should be evaluated on the HDD business alone.

Apr 7, 2025 8-K

WESTERN DIGITAL CORP 8-K Report, Bylaw Amendment (Mar 13, 2025)

On March 13, 2025, Western Digital (WDC) announced it will redeem $1.8 billion of its $2.3 billion 4.750% Senior Notes due 2026 on April 14, 2025, at 100% of principal plus accrued and unpaid interest. The applicable premium is zero, so the redemption cost is effectively par plus accrued interest. Following the redemption, $500 million of the notes will remain outstanding, reducing the company's near-term debt maturity wall for 2026. The redemption is a deleveraging and debt-management action that investors can view as a sign of balance-sheet flexibility, though the filing does not specify the funding source, which investors should verify in subsequent filings. The same filing reports that the Board approved amendments to the company's Amended and Restated Bylaws, effective immediately. The changes primarily strengthen advance notice requirements for stockholder director nominations, aligning with the SEC's universal proxy rules under Rule 14a-19. Key additions include requirements for disclosure of compensatory arrangements between nominators and nominees, a reserved proxy card color (white) for exclusive Board use, a bar on additional nominations after the deadline, and a requirement that nominees submit to Board interviews. The bylaw changes are largely governance-protective and conforming in nature, and their practical effect will become clearer during the next proxy contest or annual meeting cycle. For investors, the most financially meaningful item is the debt redemption, which is a routine, low-premium transaction that modestly reduces leverage and interest expense going forward. The bylaw amendments are a governance matter that may affect activist engagement, since tighter nomination procedures can raise the bar for proxy challenges. Neither item contains new financial results or guidance.

Mar 13, 2025 8-K/A

Exhibits & Filings

WESTERN DIGITAL CORP 8-K/A Report, Exhibit Filing (Feb 26, 2025)

Western Digital (WDC) completed the separation of its flash business into an independent public company, Sandisk Corporation (NASDAQ: SNDK), effective February 21, 2025, via a spin-off in which WDC stockholders received one-third of one Sandisk share for each WDC share held as of the February 12, 2025 record date. WDC retains a 19.9% stake in Sandisk, which it will carry at fair value going forward, and will no longer consolidate Sandisk's financial results. This 8-K/A amendment was filed solely to add unaudited pro forma financial information, and it does not otherwise revise the February 24, 2025 8-K. On a pro forma basis, WDC becomes a substantially smaller company. For the six months ended December 27, 2024, pro forma revenue is $4,621 million versus $8,380 million reported historically, and pro forma net income from continuing operations attributable to common shareholders is $634 million. For fiscal 2024 (year ended June 28, 2024), pro forma revenue is $6,317 million versus $13,003 million reported, and the pro forma net loss attributable to common shareholders is $789 million. Pro forma total assets fall to $14,762 million from $25,456 million, and pro forma total debt is reduced through the application of about $1,445 million of net incremental cash from Sandisk, which WDC intends to use to partially extinguish long-term debt. Pro forma long-term debt declines to $5,786 million from $7,216 million. Investors should note that the pro forma figures are illustrative, preliminary, and subject to change as discontinued operations accounting is finalized for the fiscal 2025 Form 10-K. Management also presents adjustments for labor-based corporate overhead reductions ($78 million for the six months ended December 27, 2024 and $270 million for fiscal 2024) that WDC does not intend to backfill. After these management adjustments, pro forma earnings per diluted share would be $1.97 for the six months and a loss of $1.62 for fiscal 2024, though these adjusted measures are non-GAAP-style estimates and are not audited.

Feb 26, 2025 8-K

Acquisitions & DispositionsMaterial AgreementsFinancial Events+2

WESTERN DIGITAL CORP 8-K Report, Material Agreement (Feb 24, 2025)

On February 21, 2025, Western Digital (WDC) completed the spin-off of its flash business, which now operates as an independent public company, Sandisk Corporation (Nasdaq: SNDK). Shareholders of record as of February 12, 2025 received one-third of a Sandisk share for each WDC share held. Sandisk began regular-way trading on February 24, 2025. Following the separation, WDC retains a 19.9% stake in Sandisk and will no longer consolidate Sandisk's results, so future reported financials will reflect WDC as a pure-play hard disk drive (HDD) company. Before the spin-off, Sandisk paid WDC a dividend of approximately $1.5 billion. The filing describes a comprehensive set of separation agreements governing the relationship between the two companies: a Separation and Distribution Agreement, Transition Services Agreement (services for up to 18 months), Tax Matters Agreement, Employee Matters Agreement, intellectual property cross-license, transitional trademark license, and a Stockholder and Registration Rights Agreement. Under the latter, WDC agreed to vote its retained Sandisk shares proportionally to other Sandisk stockholders, with a proxy granted to Sandisk that is revoked on any transfer of those shares. WDC also amended its loan agreement (Amendment No. 4), which permitted the spin-off, released Sandisk entities from guarantees and collateral liens, and reduced the revolving credit facility from $2.25 billion to $1.25 billion. Leadership changes accompany the transaction. CFO Wissam Jabre departs effective February 28, 2025, with Don Bennett serving as interim CFO, and the company has not yet hired a Chief Product Officer. Martin Cole becomes Board Chair, succeeding Matthew Massengill. WDC also indicated it will file pro forma financial information in a subsequent 8-K/A amendment.

Feb 24, 2025 8-K

WESTERN DIGITAL CORP 8-K Report, Corporate Update (Feb 3, 2025)

Western Digital (WDC) filed this 8-K to disclose that the SEC declared effective Amendment No. 3 to Sandisk Corporation's Form 10 registration statement on January 31, 2025, clearing the way for the previously announced spin-off of its flash memory business. WDC will distribute 80.1% of the Sandisk common stock it owns to WDC stockholders pro rata, at a ratio of one-third of a Sandisk share for each WDC share held at the February 12, 2025 record date. Roughly 115 million Sandisk shares are expected to be distributed, with the distribution effective at 11:59 p.m. Pacific on February 21, 2025, and regular-way trading of Sandisk (ticker SNDK) beginning February 24, 2025. WDC will continue to trade on Nasdaq as WDC and will focus on its hard disk drive business. The separation is intended to be tax-free to U.S. stockholders (except for cash received in lieu of fractional shares), and no stockholder vote or action is required. Completion remains subject to conditions in the information statement and separation agreement, including a Skadden tax opinion, solvency opinions, Nasdaq listing approval, and Sandisk's debt financing. WDC intends to retain 19.9% of Sandisk stock for up to 12 months and dispose of it via debt-for-equity exchanges with creditors and/or stock distributions, and the board may waive conditions or decline to proceed. For investors, the key points are the record date, the distribution ratio, and the tax treatment, along with the pro forma data in the information statement, which shows Sandisk with roughly $6.7 billion in fiscal 2024 revenue and a sharp operating loss, versus a $1.9 billion quarter ending September 2024 with positive operating income. The filing is a disclosure of the effectiveness of registration and does not itself change WDC's financial results; investors should weigh the separation's benefits against one-time separation costs (about $47 million estimated for Sandisk) and the risks of a more concentrated portfolio.

Feb 3, 2025 8-K

Leadership ChangesExhibits & Filings

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.

Feb 3, 2025 8-K

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.

Jan 30, 2025 8-K

Earnings & ResultsLeadership Changes

WESTERN DIGITAL CORP 8-K Report, Financial Results (Jan 29, 2025)

Western Digital reported fiscal Q2 2025 (quarter ended December 27, 2024) results that showed strong year-over-year recovery. Revenue was $4.29 billion, up 5% sequentially and up 41% year-over-year, driven by Cloud revenue of $2.35 billion (55% of total, more than doubling YoY). GAAP gross margin was 35.4% and GAAP EPS was $1.63, while Non-GAAP EPS was $1.77. GAAP operating income of $852 million was boosted by a $113 million one-time gain on the business divestiture (80% sale of a Flash manufacturing subsidiary), so the sequential GAAP operating income increase should be read with that gain in mind. Operating cash flow was $403 million, free cash flow was $335 million, and cash ended at $2.29 billion. The outlook for fiscal Q3 2025 (ending March 28, 2025) points to a sequential step-down. Revenue guidance is $3.75 billion to $3.95 billion, Non-GAAP gross margin is 31.5% to 33.5%, and Non-GAAP EPS is $0.90 to $1.20, all below Q2 levels. Management attributed the strength to HDD performance and a disciplined Flash strategy amid the AI Data Cycle. Investors should also note that the company is in the process of separating its HDD and Flash businesses into two independent public companies, and that separation-related costs and a patent litigation judgment are affecting reported results. Total debt rose meaningfully, with long-term debt at $7.2 billion versus $5.7 billion at June 2024.

Jan 29, 2025 8-K

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.

Jan 16, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

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.

Dec 13, 2024 8-K

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.

Nov 25, 2024 8-K

WESTERN DIGITAL CORP 8-K Report, Financial Results (Oct 24, 2024)

Western Digital reported fiscal first quarter 2025 results (quarter ended September 27, 2024) that showed sharp year-over-year recovery. Revenue was $4.10 billion, up 9% sequentially and 49% year-over-year, led by Cloud revenue of $2.21 billion (up 17% QoQ and 153% YoY, now 54% of total revenue). GAAP operating income was $742 million versus a loss of $596 million a year earlier, and GAAP EPS was $1.35 versus non-GAAP EPS of $1.78. Gross margin expanded to 37.9% GAAP (38.5% non-GAAP), reflecting strength in enterprise SSD and nearline HDD shipments. The quarter carries important caveats. Operating cash flow was only $34 million and free cash flow was negative $14 million, with cash falling to $1.71 billion. Management also disclosed an October 18, 2024 jury verdict of $316 million in a patent infringement case. The company has not yet recorded this in the reported results, pending an accounting assessment to be completed with the Form 10-Q, expected by November 6, 2024. The 10-Q figures may therefore differ from these preliminary numbers, although non-GAAP results are not expected to change. Looking ahead, guidance for fiscal Q2 2025 calls for revenue of $4.20 to $4.40 billion and non-GAAP EPS of $1.75 to $2.05. The company is also separating its HDD and Flash businesses into two independent public companies, with separation costs of $43 million in the quarter. Investors should weigh the strong earnings momentum against the thin cash generation, the pending litigation charge, and the execution risk of the planned separation.

Oct 24, 2024 8-K

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.

Aug 27, 2024 8-K

WESTERN DIGITAL CORP 8-K Report, Financial Results (Jul 31, 2024)

Western Digital reported fiscal Q4 2024 (quarter ended June 28, 2024) revenue of $3.76 billion, up 9% sequentially and 41% year over year, with GAAP gross margin expanding to 35.9% from 29.0% in the prior quarter. Non-GAAP EPS was $1.44 and GAAP diluted EPS was $0.88. Cloud revenue grew 21% sequentially to $1.88 billion (50% of revenue) on higher nearline HDD shipments and pricing and enterprise SSD bit growth, while Client rose 3% and Consumer fell 7%. Fiscal 2024 revenue reached $13.00 billion, up 6%, and GAAP operating loss narrowed to $(26) million from $(1.29) billion, reflecting a sharp industry-wide recovery in both HDD and flash pricing and volumes. The company guided fiscal Q1 2025 revenue to $4.00–$4.20 billion and Non-GAAP EPS to $1.55–$1.85, with Non-GAAP gross margin of 37.0%–39.0%. Management attributed the strength to the "AI Data Cycle" and to structural operating changes. Free cash flow was $282 million in the quarter, though fiscal 2024 free cash flow remained negative at $(347) million, and cash ended the year at $1.88 billion against total debt of roughly $7.4 billion. Investors should weigh several caveats. A July 26, 2024 jury verdict awarded $262 million against a subsidiary in a patent case; the company is appealing and has not yet booked the impact, and the figures here exclude it. The company also disclosed immaterial revisions to prior-period results related to its Flash Ventures equity-method accounting, and the Form 10-K, due by August 27, 2024, may differ from these preliminary numbers. Ongoing HDD/Flash separation costs ($97 million in fiscal 2024) and the planned separation itself add execution risk.

Jul 31, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & 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.

May 24, 2024 8-K

WESTERN DIGITAL CORP 8-K Report, Rights Modification (May 14, 2024)

Western Digital (WDC) held a special stockholder meeting on May 10, 2024, where shareholders approved two amendments to the Company's charter: increasing authorized common stock from 450 million to 750 million shares, and adding an exculpation provision that eliminates personal monetary liability for certain officers for breaches of the duty of care, as permitted under Delaware Section 102(b)(7). The charter amendments became effective May 13, 2024. The Authorized Shares Amendment gives the company substantially more room to issue equity, which could support future financing, employee equity compensation, or strategic transactions, though it also carries potential dilution for existing holders depending on how the additional shares are used. The filing itself does not state a specific purpose for the increase, so investors should look to the proxy statement and subsequent disclosures for management's intent. The meeting also approved a set of amendments at the subsidiary Western Digital Technologies, Inc. (WDT). One removes the pass-through voting requirement that made certain WDT actions depend on approval from WDC stockholders in addition to the parent's vote as sole stockholder. This simplifies corporate governance within the group. A second amendment extends exculpatory protection to certain WDT officers, mirroring the parent company change. An adjournment proposal was also approved, though it was not needed because the other proposals passed. Voting outcomes were generally favorable but not unanimous. The Authorized Shares Amendment received 269.95 million 'For' votes from common stockholders voting as a separate class against 10.12 million 'Against' votes, and 286.52 million 'For' votes when common and Series A Preferred holders voted together. The parent exculpation amendment passed with 240.77 million 'For' votes, 20.03 million 'Against,' and 35.95 million broker non-votes. These results indicate broad support, with the main governance changes moving forward as filed.

May 14, 2024 8-K

WESTERN DIGITAL CORP 8-K Report, Financial Results (Apr 25, 2024)

Western Digital reported fiscal third quarter 2024 results (quarter ended March 29, 2024) that showed a strong sequential and year-over-year recovery. Revenue rose 14% sequentially to $3.46 billion and 23% year-over-year from $2.80 billion. GAAP gross margin expanded to 29.0% from 16.2% in the prior quarter, and GAAP diluted EPS was $0.34 versus a loss of $(0.93) in Q2. Non-GAAP EPS was $0.63. Cloud revenue grew 45% sequentially to $1.55 billion, driven by higher nearline shipments and better nearline pricing, while Client rose 5% and Consumer fell 13% on seasonality. Operating cash flow was $58 million and free cash flow was $91 million, with cash of $1.89 billion at quarter end. Management guided fiscal fourth quarter 2024 revenue to $3.60-$3.80 billion, GAAP gross margin of 31.5%-33.5%, and non-GAAP diluted EPS of $0.90-$1.20. The company also disclosed immaterial revisions to prior-period results related to its equity-method interests in Flash Ventures, which were corrected in the presented figures. The filing references the planned separation of the HDD and Flash businesses into two independent public companies, which continues to drive business separation costs and strategic review expenses. Investors should weigh the improving profitability and cloud momentum against a still-elevated debt load (long-term debt of $7.3 billion plus $450 million current), a shareholder equity base that declined to $10.1 billion, and the execution risks inherent in the HDD/Flash separation. Figures are preliminary and unaudited and may change in the Form 10-Q.

Apr 25, 2024 8-K

Material AgreementsOther Events

WESTERN DIGITAL CORP 8-K Report, Corporate Update (Mar 5, 2024)

On March 5, 2024, Western Digital (WDC) provided an update on its previously announced plan, disclosed October 30, 2023, to separate into two independent, publicly traded companies: a Flash business (NAND-based products) and a hard disk drive (HDD) business. The company reiterated that the separation remains on track for the second half of calendar 2024 and described significant progress in transaction workstreams, including establishing legal entities across 18 countries, preparing independent financial models, finalizing SEC and IRS filings, running a contract assignment process for global customers and suppliers, and designing organizational structures for both companies. The key leadership news is that David Goeckeler, current CEO, was named CEO Designate of the Flash spin-off company, while Irving Tan, currently EVP of Global Operations, will become CEO of the standalone HDD company, which will continue to operate as Western Digital. These appointments are conditional on completion of the separation, which remains subject to final Board approval and customary conditions. Additional executive appointments for both companies will be announced later. For investors, the filing is primarily a progress update rather than a financial disclosure: it contains no new financial results, guidance, or transaction terms such as exchange ratios, capital structure, or debt allocation. The principal takeaways are that management is executing toward the planned timeline, has identified leadership for both entities, and continues to flag risks including financing availability, completion of audited financials, third-party tax and regulatory rulings, customer and supplier consent, and macroeconomic conditions in the NAND and HDD markets.

Mar 5, 2024 8-K

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.

Mar 4, 2024 8-K

WESTERN DIGITAL CORP 8-K Report, Financial Results (Jan 25, 2024)

Western Digital reported fiscal Q2 2024 (quarter ended December 29, 2023) results that were in line with or above the non-GAAP guidance it issued in October. Revenue was $3.03 billion, up 10% sequentially but down 2% year over year. Cloud revenue rose 23% sequentially on higher nearline shipments and better nearline pricing, though it fell 13% year over year on lower eSSD bit shipments. Client revenue slipped 2% sequentially, and Consumer revenue grew 15% sequentially on seasonal strength. Profitability remained deeply negative: GAAP EPS was $(0.87) and non-GAAP EPS was $(0.69), with non-GAAP results absorbing $156 million of underutilization charges across Flash and HDD. Non-GAAP gross margin improved to 15.5% from 4.1% in the prior quarter, but it was still down 1.9 points year over year from 17.4%. Free cash flow was $(176) million, and operating cash flow was $(92) million. The balance sheet shows a notable shift toward debt. Cash rose to $2.48 billion, but long-term debt increased to $7.35 billion from $5.86 billion, following debt repurchases of $505 million and net new debt proceeds of about $1.86 billion for the six months. Inventories fell to $3.22 billion from $3.70 billion, a sign of ongoing inventory discipline. Management guided fiscal Q3 2024 revenue to $3.20-$3.40 billion, with non-GAAP EPS of $(0.10) to $0.20, including $30-40 million of HDD underutilization charges. The filing also reflects costs tied to the planned separation of the HDD and Flash businesses into two independent public companies, including $36 million of business separation costs in the quarter and $20 million of strategic review expenses. For investors, the key questions are whether the sequential recovery in Cloud and Consumer demand can translate into sustained margin expansion, how quickly underutilization charges fade, and how the higher debt load and pending separation will affect capital allocation and valuation. The Q3 guidance implies further sequential improvement, but profitability remains thin and cash generation remains negative in the near term.

Jan 25, 2024 8-K

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.

Jan 4, 2024 8-K

Leadership ChangesShareholder MattersExhibits & Filings

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.

Dec 26, 2023 8-K

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.

Nov 17, 2023 8-K

Material AgreementsFinancial EventsSecurities & Listing+1

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.

Nov 3, 2023 8-K

WESTERN DIGITAL CORP 8-K Report, Regulation FD Disclosure (Nov 1, 2023)

On October 31, 2023, Western Digital (WDC) priced an upsized $1.4 billion offering of 3.00% convertible senior notes due November 2028, $100 million above the originally announced size. The initial purchasers hold a 13-day option to buy up to an additional $200 million, which would bring total net proceeds to roughly $1,563 million if fully exercised. The notes carry an initial conversion price of about $52.20 per share, a roughly 30% premium to the $40.15 closing price on October 31, 2023. Settlement is expected November 3, 2023, and the notes are not redeemable by the company before November 15, 2026. Alongside the offering, Western Digital is using about $507 million of net proceeds to repurchase roughly $508 million of its 1.50% convertible notes due 2024 through privately negotiated transactions, which retires a large share of the near-term maturity. Approximately $135 million of proceeds is earmarked for capped call transactions, which have a cap price of $70.26 per share (a 75% premium to the reference price) and are designed to offset dilution from conversions up to that level. The balance of the proceeds may go to the remaining 2024 notes, general corporate purposes, or repurchases of non-convertible debt. For investors, the transaction is primarily a refinancing and liability-management step that pushes out maturities and replaces a 2024 obligation with 2028 debt at a 3.00% coupon. Dilution risk is partly mitigated by the capped calls, but the press release flags that hedging activity by note holders and counterparties could move the stock price around pricing and conversion events. The release also references the previously announced plan to spin off the flash business from the hard disk drive business, a major strategic item that remains a forward-looking risk factor.

Nov 1, 2023 8-K

WESTERN DIGITAL CORP 8-K Report, Regulation FD Disclosure (Oct 30, 2023)

On October 30, 2023, Western Digital (WDC) announced a proposed private offering of $1.3 billion aggregate principal amount of convertible senior notes due November 15, 2028, with an option for initial purchasers to buy up to an additional $200 million. The notes will be senior unsecured obligations guaranteed by subsidiaries that guarantee the company's 4.75% senior unsecured notes due 2026. Upon conversion, Western Digital will pay cash up to the principal amount and may settle the excess in cash, shares, or a combination at its election. Pricing terms such as coupon, initial conversion rate, and offering price were left to be determined at pricing. The proceeds are earmarked primarily to refinance the company's 1.50% convertible senior notes due 2024. Western Digital plans to fund capped call transactions, privately repurchase a portion of the 2024 notes (with the remainder repaid at maturity or through further repurchases), and then use any residual cash for general corporate purposes, which may include repurchasing or repaying other debt. The company is effectively extending the maturity of its convertible debt from 2024 to 2028 while managing dilution. For investors, the key considerations are the dilution mitigation offered by the capped call transactions, the potential for hedging-related trading activity around pricing and conversion to move WDC's share price, and the pending spin-off of the flash business from the hard disk drive business, which the filing flags as a forward-looking risk. The filing contains no financial results, so the transaction's economics will depend on pricing terms not yet disclosed in this announcement.

Oct 30, 2023 8-K

WESTERN DIGITAL CORP 8-K Report, Financial Results (Oct 30, 2023)

Western Digital reported fiscal first quarter 2024 results (quarter ended September 29, 2023) with revenue of $2.75 billion, up 3% sequentially but down 26% year over year from $3.74 billion. GAAP net loss was $685 million, or $(2.17) per share, and non-GAAP EPS was $(1.76), which includes $225 million of underutilization-related charges across Flash and HDD. Gross margin improved sequentially to 3.6% GAAP and 4.1% non-GAAP, but remains sharply lower than the 26.3% GAAP margin a year earlier, reflecting weak pricing and lower volumes. Operating cash outflow was $626 million, free cash flow was $(544) million, and cash ended the quarter at $2.03 billion, with total debt rising as the company issued $600 million of new debt during the quarter. Segment and end-market trends were mixed. Client (42% of revenue) and Consumer (26%) grew sequentially on flash bit shipments and content gains, while Cloud (32%) fell 12% sequentially on lower nearline HDD shipments to data center customers. Flash gross margin was negative at (10.3%), while HDD held up better at 22.9%. Management stated that it now expects Cloud to grow going forward and that the improved cost structure positions the company to benefit as market conditions improve. Guidance for fiscal second quarter 2024 calls for revenue of $2.85 billion to $3.05 billion and non-GAAP EPS of $(1.35) to $(1.05), including $110 to $130 million of underutilization charges. The company continues to incur strategic review expenses, and the filing carries forward-looking risk disclosures tied to that review, including its effect on customer and supplier relationships and stock price. Investors should note that the results are preliminary and may change in the Form 10-Q.

Oct 30, 2023 8-K