Private Placement (Form 8-K)

The information regarding the Exchange Transactions (as defined below) set forth below in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Exchange Shares (as defined below) will be undertaken in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), provided by Section 4(a)(2) of the Act.

On August 26, 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 $191.0 million aggregate principal amount of Notes (the "Exchange Notes") held by them for aggregate consideration consisting of (i) approximately $192.7 million in cash (corresponding to the aggregate principal amount of the Exchange Notes and accrued and unpaid interest on such Exchange Notes), and (ii) a number of shares of common stock of the Company (the "Exchange Shares") corresponding to the remaining conversion value of the Exchange Notes as if they had been converted using the volume-weighted average price of the Company's common stock on August 26, 2026 (such transactions, the "Exchange Transactions"). The Exchange Transactions are expected to close on or after September 2, 2026, subject to satisfaction of customary closing conditions.