01—Abstract
Summary
Summary of the 8-K filed June 3, 2026. Cited figures are marked; the original filing is the authoritative source.
Western Digital Corporation (WDC) announced on June 3, 2026, that it has entered into privately negotiated exchange agreements with holders of its 3.00%a Convertible Senior Notes due 2028.
These agreements involve the exchange of approximately $858.4 millionb 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.
02—Key points
Key Highlights
- WDC is engaging in a significant exchange transaction involving its 3.00% Convertible Senior Notes due 2028.
- Approximately $858.4 million in aggregate principal amount of convertible notes will be exchanged.
- The exchange will involve a combination of cash (principal + accrued interest) and newly issued shares of WDC common stock.
- The number of shares issued will be determined by a two-day volume-weighted average stock price (June 3-4, 2026).
- The transaction is expected to close on or after June 5, 2026, subject to customary closing conditions.
- The issuance of new shares will be exempt from registration requirements, relying on Section 4(a)(2) of the Securities Act.
03—Questions
Frequently Asked Questions
What is the primary purpose of these exchange transactions?
The primary purpose is to reduce the aggregate principal amount of the Company's outstanding convertible senior notes. This is achieved by exchanging a significant portion of these notes for cash and newly issued shares of common stock.
How will the number of shares issued be determined?
The number of shares of common stock issued will correspond to the remaining value of the exchanged notes after accounting for the cash component. This value will be converted into shares using the volume-weighted average price of Western Digital's common stock over a two-day measurement period on June 3-4, 2026.
What is the potential impact on WDC's common stock?
The issuance of new shares could lead to dilution for existing shareholders. The extent of dilution will depend on the total number of shares issued, which is tied to the stock's volume-weighted average price during the measurement period. Investors should monitor the closing price and the number of shares issued.
Why are these shares being issued without registration?
The issuance of the Exchange Shares is being undertaken in reliance on an exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933. This exemption typically applies to private placements of securities made to sophisticated investors.
04—Continue