News & Events

Unregistered Sales of Equity Securities. As previously reported on a Current Report on Form 8-K filed on June 3, 2026 (the “Original Form 8-K”), Western Digital Corporation (the “Company”) entered into separate, privately negotiated exchange agreements with certain holders of its 3.00% Convertible Senior Notes due 2028 (the “Notes”), pursuant to which such holders have agreed to exchange approximately $858.4 million aggregate principal amount of Notes for cash and shares of common stock of th…

The issuance of the Exchange Shares (as defined below) will be undertaken in reliance upon an exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended.

Other Events. On June 2, 2026, Western Digital Corporation (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 3.00% Convertible Senior Notes due 2028 (the “Notes”). Under the terms of the Exchange Agreements, the holders have agreed to exchange approximately $858.4 million aggregate principal amount of Notes (the “Exchange Notes”) held by them for (i) an amount in cash equal to the sum of (x) the aggregate pr…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 26, 2026, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) unanimously appointed Manuvir Das to serve as a member of the Board until the Company’s next annual meeting of stockholders and until his successor is duly elected and qualified. In addition, Mr. Das was appointed as a member of the Audit Committee…

Results of Operations and Financial Condition. On April 30, 2026 , Western Digital Corporation (the “Company”) announced financial results for the fiscal third quarter ended April 3, 2026. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of…

Other Events. On February 13, 2026, the Company issued a conditional notice of redemption of up to the entire aggregate principal amount outstanding of its 2.850% Senior Notes due 2029 (CUSIP No. 958102AQ8) (the “2029 Notes”) and of its 3.100% Senior Notes due 2032 (CUSIP No. 958102AR6) (the “2032 Notes” and, together with the 2029 Notes, the “Notes”), which were issued pursuant to an indenture, dated as of December 10, 2021 (the “Indenture”), among the Company and U.S. Bank, National Associa…

Material Modification to Rights of Security Holders. As previously disclosed, Western Digital Corporation (the “Company”) previously issued and sold shares of the Company’s Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Preferred Stock”), to certain investors in connection with a private placement that closed on January 31, 2023 (the “Closing Date”). Pursuant to the Company’s Certificate of Designations, Preferences and Rights of the Preferred Stock (the “Cert…

Other Events. On January 5, 2026, Western Digital Corporation, a Delaware corporation (the “Company”), issued a conditional notice of redemption in respect of the entire aggregate principal amount outstanding of its 4.750% Senior Notes due 2026 (CUSIP No. 958102AM7) (the “Notes”), which were issued pursuant to an indenture, dated as of February 13, 2018 (the “Indenture”), among the Company, the guarantors party thereto and U.S. Bank, National Association, as trustee (the “Trustee”) (the “Rede…

Results of Operations and Financial Condition. On January 29, 2026 , Western Digital Corporation (the “Company”) announced financial results for the fiscal second quarter ended January 2, 2026. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 1…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amended and Restated 2005 Employee Stock Purchase Plan Western Digital Corporation (“the Company”) held its annual meeting of stockholders (the “Annual Meeting”) on November 20, 2025. At the Annual Meeting, as discussed below, the Company's stockholders approved the amendment and restatement of the Western Digital Corporation 2005 Employee Stock Pu…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 31, 2025, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) unanimously appointed Brad Feller as Senior Vice President and Chief Accounting Officer of the Company, effective November 14, 2025, to succeed Gene M. Zamiska, who currently serves as the Company’s Senior Vice President, Global Accounting and C…

Results of Operations and Financial Condition. On October 30, 2025 , Western Digital Corporation (the “Company”) announced financial results for the fiscal first quarter ended October 3, 2025. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18…

Results of Operations and Financial Condition. On July 30, 2025 , Western Digital Corporation (the “Company”) announced financial results for the fiscal fourth quarter and year ended June 27, 2025. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Secti…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 6, 2025, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) unanimously appointed Kris Sennesael as Executive Vice President and Chief Financial Officer of the Company, effective May 12, 2025. Mr. Sennesael will also assume the role of principal financial officer at that time. Mr. Sennesael, 56, served as Chi…

Results of Operations and Financial Condition. On April 30, 2025 , Western Digital Corporation (the “Company”) announced financial results for the fiscal third quarter ended March 28, 2025. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of…

Regulation FD Disclosure. The Company has elected to redeem $1,800,000,000 aggregate principal amount outstanding of its 4.750% Senior Notes due 2026 (CUSIP No. 958102AM7) (the “Notes”), which were issued pursuant to an indenture, dated as of February 13, 2018 (the “Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”) (the “Redemption”). On March 13, 2025, the Trustee provided notice of redemption (the “Redemption Notice”)…

Completion of Acquisition or Disposition of Assets. Immediately prior to the consummation of the Spin-Off, Sandisk was a wholly owned subsidiary of the Company. Effective as of 11:59 p.m. Pacific time on February 21, 2025 (the “Distribution Date”), the Company completed the Spin-Off through a pro rata distribution to holders of record of the Company’s common stock, par value $0.01 per share (“Company Common Stock”), as of 1:00 p.m. Pacific time on February 12, 2025 (the “Record Date”), of one…

by reference. Loan Agreement On February 20, 2025, the Company entered into a fourth amendment (“Amendment No. 4”) to the Company’s Amended and Restated Loan Agreement, dated as of January 7, 2022 (as amended, the “Loan Agreement”) among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the “Lenders”). Amendment No. 4, among other changes, (a) permitted the Spin-Off, (b) provided for the automatic release of guarantees and liens on collateral prov…

Other Events Press Releases On February 24, 2025, the Company issued a press release announcing, among other things, the consummation of the Spin-Off and the board of directors and executive leadership team of the Company following the Spin-Off (the “Spin-Off Press Release”). A copy of the Spin-Off Press Release is attached as Exhibit 99.1 hereto and is incorporated into this

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Other Events On January 31, 2025, the Securities and Exchange Commission (the “SEC”) declared effective Amendment No. 3 to the Registration Statement on Form 10 (the “Registration Statement”) filed with the SEC on January 27, 2025, by Sandisk Corporation (“Sandisk”), in connection with Western Digital Corporation’s (the “Company”) previously announced separation of its flash business from its remaining hard disk drive business pursuant to a spin-off transaction (the “Spin-Off”). The Spin-Off…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 30, 2025, the Board of Directors of Western Digital Corporation (the “Company”) unanimously appointed Don R. Bennett as Interim Chief Financial Officer of the Company effective as of February 28, 2025, which is the date that Wissam G. Jabre will cease to be the Company’s Chief Financial Officer (the “Effective Date”). Mr. Bennett will al…

In addition, effective upon, and subject to, the consummation of the Spin-Off: • Mr. Kiddoo will be appointed as a member of each of the Governance Committee and the Audit Committee of the Board. • Ms. Oulman will be appointed as a member of each of the Compensation and Talent Committee (the “Compensation Committee”) and the Audit Committee of the Board. • Mr. Tan will be appointed to serve as a member and the chair of the Executive Committee of the Board. Resignation and Appointment of Chief…

Results of Operations and Financial Condition. On January 29, 2025 , Western Digital Corporation (the “Company”) announced financial results for the fiscal second quarter ended December 27, 2024. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section…

shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Forward-Looking Statements This Current Report on Form 8-K (thi…