WESTERN DIGITAL CORP

8-K · d83915d8k.htm

0000106040 2026-06-11 2026-06-11
  
  
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  
  

 FORM 8-K
  
  

 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 11, 2026
  
  

  

 WESTERN DIGITAL CORPORATION
 (Exact Name of Registrant as Specified in its Charter)
  
  

  

 Delaware
  
 001-08703
  
 33-0956711

 (State or Other Jurisdiction
 of Incorporation)

  
 (Commission
 File Number)

  
 (I.R.S. Employer
 Identification No.)

  

 5601 Great Oaks Parkway
  

 San Jose , California
  
 95119

 (Address of Principal Executive Offices)
  
 (Zip Code)

 (408) 717-6000
 (Registrant’s Telephone Number, Including Area Code)
 Not applicable
 (Former Name or Former Address, if Changed Since Last Report)
  
  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:
  

 Title of each class

  
 Trading
 Symbol(s)

  
 Name of each exchange
 on which registered

 Common Stock, $0.01 Par Value Per Share
  
 WDC
  
 The Nasdaq Stock Market LLC

  

  
 (Nasdaq Global Select Market)

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
  
  
  

 Item 8.01
 Other Events.

 On June 11, 2026, Western Digital Corporation (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain institutional investors, pursuant to which the Company agreed to exchange an aggregate of 1,038,681 shares of common stock of Sandisk Corporation (the “Sandisk Stock”) held by it for a number of shares of the Company’s common stock held by such investors (the “Exchange WDC Shares,” and such transactions, the “Exchange Transactions”). The number of Exchange WDC Shares will be determined by the volume-weighted average prices of Sandisk Stock and the Company’s common stock over a three-day measurement period on June 16-18, 2026. These Exchange Transactions are expected to close on June 22, 2026, subject to satisfaction of customary closing conditions.
  

 SIGNATURE
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  

  

  
 WESTERN DIGITAL CORPORATION

  

  
 (Registrant)

 Date: June 11, 2026

  

  
 By:
  
 /s/ Cynthia Tregillis

  

  
 Name:
  
 Cynthia Tregillis

  

  
 Title:
  
 Executive Vice President, Chief Legal
 Officer and Secretary