8-KRegulation FDOther EventsExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Regulation FD Disclosure (Sep 14, 2026)

Filed September 14, 2026For Securities:WDC

Summary

Western Digital Corporation (WDC) announced on September 14, 2026, the redemption of its 3.00% Convertible Senior Notes due 2028. The redemption is scheduled for November 16, 2026, and will involve paying 100% of the principal amount plus accrued interest for any notes not converted by that date. While the company expects most noteholders will convert their notes into WDC common stock before the redemption date, they are not obligated to do so. This action signifies a significant financial event for the company, potentially leading to the elimination of this debt obligation. Investors should pay close attention to the conversion rate and the settlement method for converted notes, which involves a combination of cash and common stock. The company has elected to settle conversions primarily in common stock, with cash used only to cover the principal amount and fractional shares, indicating a strategy to minimize immediate cash outflow. The existence of capped call transactions is noted, but no modifications are expected.

Key Highlights

  • 1WDC announces redemption of 3.00% Convertible Senior Notes due 2028.
  • 2Redemption Date set for November 16, 2026.
  • 3Redemption price: 100% of principal plus accrued interest for unconverted notes.
  • 4Company anticipates most noteholders will convert notes into WDC common stock prior to redemption.
  • 5Conversion rate: 26.5231 shares of common stock per $1,000 principal amount.
  • 6Settlement of conversions will be primarily in common stock, with cash for principal and fractional shares.
  • 7Capped call transactions remain unchanged in connection with the redemption.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce Western Digital Corporation's decision to redeem its outstanding 3.00% Convertible Senior Notes due 2028 and to provide details regarding the redemption process and timeline.

The redemption date is November 16, 2026. All outstanding notes that have not been converted into shares of WDC common stock by this date will be redeemed for cash at 100% of their principal amount, plus any accrued and unpaid interest up to, but not including, the redemption date. Interest payable on November 15, 2026, will still be paid.

If noteholders convert their notes, WDC will settle the conversion obligation using a combination of cash and shares of Common Stock. The company has elected to receive 0% cash in the settlement, meaning they will pay cash up to the principal amount of the notes converted and settle any remaining conversion value in shares of Common Stock. Cash will be provided for any fractional shares.

The current conversion rate is 26.5231 shares of WDC's common stock for every $1,000 principal amount of notes. This rate is crucial for noteholders deciding whether to convert, as it determines how many shares they will receive. This rate will not be increased in connection with the redemption.