Summary
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.
Key Highlights
- 1WDC is engaging in a significant exchange transaction involving its 3.00% Convertible Senior Notes due 2028.
- 2Approximately $858.4 million in aggregate principal amount of convertible notes will be exchanged.
- 3The exchange will involve a combination of cash (principal + accrued interest) and newly issued shares of WDC common stock.
- 4The number of shares issued will be determined by a two-day volume-weighted average stock price (June 3-4, 2026).
- 5The transaction is expected to close on or after June 5, 2026, subject to customary closing conditions.
- 6The issuance of new shares will be exempt from registration requirements, relying on Section 4(a)(2) of the Securities Act.