01—Abstract
Summary
Summary of the 8-K filed August 26, 2026. Cited figures are marked; the original filing is the authoritative source.
Western Digital Corporation (WDC) announced on August 26, 2026, that it has entered into private exchange agreements with certain holders of its 3.00%a Convertible Senior Notes due 2028.
These agreements involve the exchange of approximately $191.0 millionb in aggregate principal amount of these notes for a combination of cash and WDC common stock. This move is designed to reduce the company's outstanding convertible debt. The exchange will involve approximately $192.7 million in cash, covering the principal and accrued interest on the exchanged notes.
Additionally, a certain number of WDC common stock shares, referred to as "Exchange Shares," will be issued. The number of these shares will be determined based on the remaining conversion value of the notes, calculated using the volume-weighted average price of WDC's stock on the transaction date. The transactions are expected to conclude on or after September 2, 2026, pending the fulfillment of standard closing conditions.
02—Key points
Key Highlights
- WDC is conducting an exchange of its 3.00% Convertible Senior Notes due 2028.
- Approximately $191.0 million in aggregate principal amount of notes are involved in the exchange.
- The exchange consideration includes approximately $192.7 million in cash (principal and accrued interest).
- WDC will issue its common stock (Exchange Shares) as part of the exchange consideration.
- The issuance of Exchange Shares is exempt from registration under the Securities Act of 1933, pursuant to Section 4(a)(2).
- The exchange transactions are expected to close on or after September 2, 2026.
- This action aims to deleverage the company's balance sheet by reducing convertible debt.
03—Questions
Frequently Asked Questions
What is the primary purpose of these exchange agreements?
The primary purpose of these exchange agreements is for Western Digital Corporation to reduce its outstanding convertible debt by exchanging a portion of its 3.00% Convertible Senior Notes due 2028 for cash and shares of the company's common stock.
How much convertible debt is being addressed, and what is the cost to WDC?
Approximately $191.0 million in aggregate principal amount of convertible notes are being exchanged. The cost to WDC involves approximately $192.7 million in cash, which covers the principal and accrued interest on the exchanged notes, plus the issuance of common stock based on a specific valuation method.
Why is WDC issuing new shares of common stock in this transaction?
WDC is issuing shares of common stock as part of the consideration for the exchange. This is a common method in such debt-for-equity exchanges, where the remaining conversion value of the notes is settled with stock, effectively converting debt into equity without a traditional conversion by the noteholder.
When are these exchange transactions expected to be completed?
The exchange transactions are expected to close on or after September 2, 2026, subject to the satisfaction of customary closing conditions.
04—Continue