Western Digital Corporation filed a Form 8-K on August 26, 2026, disclosing privately negotiated exchange agreements covering approximately $191.0 million in aggregate principal amount of its 3.00% Convertible Senior Notes due 2028.

Key Highlights

  • Notes exchanged: Approximately $191.0 million aggregate principal amount of 3.00% Convertible Senior Notes due 2028 are subject to the exchange agreements.
  • Cash consideration: Holders will receive approximately $192.7 million in cash, covering principal and accrued and unpaid interest on the exchanged notes.
  • Equity component: Holders will also receive shares of Western Digital common stock corresponding to the remaining conversion value, calculated using the volume-weighted average price on August 26, 2026.
  • Expected closing: The Exchange Transactions are expected to close on or after September 2, 2026, subject to customary closing conditions.
  • Registration exemption: The issuance of the Exchange Shares relies on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Western Digital's Privately Negotiated Note Exchange: Terms and Structure

According to the filing, Western Digital Corporation (NASDAQ:WDC) entered into separate, privately negotiated exchange agreements on August 26, 2026, with certain holders of its 3.00% Convertible Senior Notes due 2028. The company disclosed that the holders agreed to exchange approximately $191.0 million aggregate principal amount of those notes under the terms of the Exchange Agreements.

The filing states that the aggregate consideration for the exchanged notes consists of two components. First, holders are to receive approximately $192.7 million in cash, which the filing describes as corresponding to the aggregate principal amount of the Exchange Notes plus accrued and unpaid interest. Second, holders are to receive a number of shares of the company's common stock corresponding to the remaining conversion value of the Exchange Notes, calculated as if they had been converted using the volume-weighted average price of the company's common stock on August 26, 2026. The filing does not specify the exact number of shares to be issued.

The company disclosed that the issuance of the Exchange Shares will be undertaken in reliance upon the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and that the Exchange Transactions are expected to close on or after September 2, 2026, subject to the satisfaction of customary closing conditions. The report was signed by Cynthia Tregillis, Executive Vice President, Chief Legal Officer and Secretary.

What Was Disclosed

Western Digital disclosed privately negotiated agreements to exchange approximately $191.0 million of its 3.00% Convertible Senior Notes due 2028 for approximately $192.7 million in cash plus common stock, with closing expected on or after September 2, 2026.