8-K

WESTERN DIGITAL CORPORATION

(Registrant)

Date: October 10, 2023

/s/ Michael C. Ray

Michael C. Ray

Executive Vice President, Chief Legal Officer
and Secretary

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): October 10, 2023

LOGO

WESTERN DIGITAL CORPORATION

(Exact name of registrant as specified in 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:

☐	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 1.01 - Entry into a Material Definitive Agreement

On October 10, 2023, Western Digital Technologies, Inc. (“WDT”), a wholly-owned subsidiary of Western Digital Corporation, entered into a second supplemental indenture (“Second Supplemental Indenture”) to the indenture, dated as of February 13, 2019 (the “Indenture”). Pursuant to the Second Supplemental Indenture, WDT will guarantee the obligations under Western Digital Corporation’s 1.50% Convertible Senior Notes due 2024, for so long as WDT is a guarantor under Western Digital Corporation’s 4.750% Senior Notes due 2026 and to the extent required under the terms of the Indenture and Second Supplemental Indenture.

The foregoing description is only a summary of certain provisions of the Second Supplemental Indenture and is qualified in its entirety by the terms thereof, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Second Supplemental Indenture, dated as of October 10, 2023, by and among Western Digital Technologies, Inc. and U.S. Bank Trust Company, National Association, as Trustee.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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, thereunto duly authorized.