WDC / Western Digital Corporation - Документы SEC, Годовой отчет, Доверенное заявление

WESTERN DIGITAL CORPORATION SUBSIDIARIES OF THE COMPANY

Exhibit 21 WESTERN DIGITAL CORPORATION SUBSIDIARIES OF THE COMPANY Name of Entity State or Other Jurisdiction of Incorporation or Organization HGST (Shenzhen) Co.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 27, 2025 Or ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 27, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN DIGITAL CORPO

April 3, 2025

Exhibit 10.22 Western Digital Corporation 5601 Great Oaks Parkway San Jose, California 95119 April 3, 2025 To: Kris Sennesael Dear Kris, It is with great pleasure that we at Western Digital Corporation extend this offer of employment to you. Your position will be Executive Vice President and Chief Financial Officer, reporting to me. Subject to appointment by our Board of Directors, you will be des

AMENDMENT NO. 5

Exhibit 10.1.5 Execution Version AMENDMENT NO. 5 AMENDMENT NO. 5, dated as of May 21, 2025 (this “Amendment”), to the Amended and Restated Loan Agreement dated as of January 7, 2022 (as amended by that certain Amendment No. 1, dated as of December 23, 2022, as amended by that certain Amendment No. 2, dated as of June 20, 2023, as amended by that certain Amendment No. 3, dated as of June 11, 2024,

Western Digital Reports Fiscal Fourth Quarter and Fiscal Year 2025 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal Fourth Quarter and Fiscal Year 2025 Financial Results Q4FY25 Highlights: •Revenue of $2.61 billion, up 30% year over year •GAAP diluted EPS of $0.67 and non-GAAP diluted EPS of $1.66 •Cash flow from operations of $746 million; free cash flow of $675 million •Fiscal year 2025 revenue of $9.52 billion, up 51% year over year •Q1FY26 revenue expected to be u

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): July 30, 2025 WESTERN DIGITAL COR

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): July 30, 2025 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commissi

Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan, amended and restated as of May 28, 2025 (Filed as Exhibit 4.1 to the Registration Statement on Form S-8 filed with the Commission on June 4, 2025 (Commission File No. 333-287767) and incorporated herein by this reference).

Exhibit 4.1 WESTERN DIGITAL CORPORATION Amended and Restated 2021 Long-Term Incentive Plan EFFECTIVE DATE: MAY 28, 2025 1. GENERAL. (a) Purpose. This Plan, through the granting of Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provi

As filed with the Securities and Exchange Commission on June 4, 2025

As filed with the Securities and Exchange Commission on June 4, 2025 Registration No.

Calculation of Filing Fee Table.*

Calculation of Filing Fee Tables S-8 WESTERN DIGITAL CORP Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on June 4, 2025

As filed with the Securities and Exchange Commission on June 4, 2025 Registration No.

As filed with the Securities and Exchange Commission on June 4, 2025

As filed with the Securities and Exchange Commission on June 4, 2025 Registration No.

As filed with the Securities and Exchange Commission on June 4, 2025

As filed with the Securities and Exchange Commission on June 4, 2025 Registration No.

Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan, amended and restated as of May 28, 2025.

EX-4.2 Exhibit 4.2 WESTERN DIGITAL CORPORATION AMENDED AND RESTATED 2005 EMPLOYEE STOCK PURCHASE PLAN The Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan, as amended and restated from time to time (the “Plan”) shall be established and operated in accordance with the following terms and provisions. 1. Definitions. As used in the Plan the following terms shall have

As filed with the Securities and Exchange Commission on June 4, 2025

As filed with the Securities and Exchange Commission on June 4, 2025 Registration No.

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Western Digital Corporation (Exact name of registrant as specified in its charter) Delaware 001-08703 33-0956711 (State or other jurisdictio

SD United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Western Digital Corporation (Exact name of registrant as specified in its charter) Delaware 001-08703 33-0956711 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 5601 Great Oaks Parkway San Jose, California 95119 (

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 WESTERN DIGITAL CORPORATION Conflict Minerals Report For the Reporting Period from January 1, 2024 to December 31, 2024 Western Digital Corporation has filed this Conflict Minerals Report as an exhibit to its Form SD for calendar year 2024 as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Conflict Minerals Rule”). Unless the context indicates ot

Regulation FD Disclosure

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): May 6, 2025 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commission

Western Digital Names Finance Executive Kris Sennesael as Chief Financial Officer

Exhibit 99.1 Western Digital Names Finance Executive Kris Sennesael as Chief Financial Officer SAN JOSE, Calif. – May 7, 2025 – Western Digital (Nasdaq: WDC) announced today that it has hired Kris Sennesael as Chief Financial Officer (CFO) effective May 12, 2025. With more than 25 years of experience in finance and general management across the semiconductor and technology industries, Sennesael mo

WESTERN DIGITAL CORPORATION AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE PLAN

Exhibit 10.9 WESTERN DIGITAL CORPORATION AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE PLAN 1. PURPOSE; TERM Effective as of March 13, 2025 (the “Effective Date”), Western Digital Corporation, a Delaware corporation (the “Company”), adopted this Western Digital Corporation Amended and Restated Change in Control Severance Plan (the “Plan”), which supersedes all prior plans. The Company establish

April 18, 2025

Exhibit 10.11 Western Digital Corporation 5601 Great Oaks Parkway San Jose, California 95119 April 18, 2025 To: Ahmed Shihab Dear Ahmed, This letter amends and restates your Western Digital Corporation offer letter, dated February 23, 2025. It is with great pleasure that we at Western Digital Corporation extend this offer of employment to you. Your position will be Executive Vice President, Chief

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 2025 Or ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN DIGI

February 11, 2025

Exhibit 10.10 February 11, 2025 Dear Irving, This letter states our offer to you for regular full-time employment in Western Digital (Singapore) Pte. Ltd. (“the Company”) and sets out the terms and conditions of your employment with the Company. 1.General 1.1You will start your new position with the Company in a full-time capacity on the date you become the Chief Executive Officer (”CEO”) for the

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 30, 2025 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commiss

Western Digital Reports Fiscal Third Quarter 2025 Financial Results; Adopts Dividend Program and Declares Quarterly Cash Dividend on Common Stock

Exhibit 99.1 Western Digital Reports Fiscal Third Quarter 2025 Financial Results; Adopts Dividend Program and Declares Quarterly Cash Dividend on Common Stock News Summary •Third quarter revenue was $2.29 billion, down 5% sequentially (QoQ). Cloud revenue decreased 4% (QoQ), Client revenue decreased 2% (QoQ) and Consumer revenue decreased 13% (QoQ). •Third quarter GAAP earnings per share (EPS) was

WESTERN DIGITAL CORPORATION UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND INFORMATION

Exhibit 99.1 WESTERN DIGITAL CORPORATION UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND INFORMATION On February 21, 2025 (the “Separation Date”), Western Digital Corporation (“WDC”) completed the previously announced separation of its Flash business unit into a separate company, Sandisk Corporation (“Sandisk”). Sandisk is now an independent public company trading under the symbol “SNDK”

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 7, 2025 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commissi

Western Digital Corporation Amended and Restated Bylaws

Exhibit 3.1 WESTERN DIGITAL CORPORATION (a Delaware corporation) AMENDED AND RESTATED BYLAWS (As Adopted on March 13, 2025) ARTICLE I Offices 1.1 Registered Office. The registered office of Western Digital Corporation (this “Corporation”) in the State of Delaware shall be at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, and the name of the registered agent in charge thereo

Regulation FD Disclosure

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): March 13, 2025 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commiss

Western Digital Announces Senior Notes Redemption

Exhibit 99.1 Western Digital Announces Senior Notes Redemption SAN JOSE, Calif. – March 13, 2025 – Western Digital Corporation (Nasdaq: WDC) announced today that it will redeem $1,800,000,000 aggregate principal amount of its 4.750% Senior Notes due 2026 (the “Notes”). The redemption date for the Notes is April 14, 2025 (the “Redemption Date”). The Notes will be redeemed on the Redemption Date at

WESTERN DIGITAL CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 WESTERN DIGITAL CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On February 21, 2025 (the “Separation Date”), Western Digital Corporation (the “Company”, “Western Digital”, “WDC”, “we”, “our”, or “us”) completed the previously announced separation of its Flash business unit into a separate, independent, publicly traded company, Sandisk Corporation (the “Bus

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of

Intellectual Property Cross-License Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation*

Exhibit 10.4 IP CROSS-LICENSE AGREEMENT This IP Cross-License Agreement (this “Agreement”), dated as of February 21, 2025 (the “Effective Date”), is made and entered into by and between Western Digital Corporation, a Delaware corporation (“WDC”), and Sandisk Corporation, a Delaware corporation and wholly owned Subsidiary of WDC (“Spinco”) (each a “Party” and together, the “Parties”). Capitalized t

Stockholder and Registration Rights Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation*

Exhibit 10.6 STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT, dated as of February 21, 2025 (this “Agreement”), is by and between Sandisk Corporation, a Delaware corporation (“Spinco”), and Western Digital Corporation, a Delaware corporation (“WDC”). WHEREAS, WDC currently owns all of the issued and outstanding shares of common stock, par value

Transitional Trademark License Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation*

Exhibit 10.5 TRANSITIONAL TRADEMARK LICENSE AGREEMENT This Transitional Trademark License Agreement (this “Agreement”), dated as of February 21, 2025 (the “Effective Date”), is made and entered into by and between Western Digital Corporation, a Delaware corporation (“WDC”), and Sandisk Corporation, a Delaware corporation and wholly owned Subsidiary of WDC (“Spinco”) (each a “Party” and together, t

Separation and Distribution Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation*

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between WESTERN DIGITAL CORPORATION and SANDISK CORPORATION dated as of February 21, 2025 TABLE OF CONTENTS Page 1. TRANSFER OF THE FLASH BUSINESS 5 1.1 Transfer of Assets 5 1.2 Assumption of Liabilities 5 1.3 Transfer of Excluded Assets; Excluded Liabilities 5 1.4 Misallocated Transfers 6 1.5 Flash Assets; Excluded Assets 6 1.6 Flash Liabil

Transition Services Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation*

Exhibit 10.1 TRANSITION SERVICES AGREEMENT This Transition Services Agreement (together with the Exhibits hereto, the “TSA” or “Agreement”), is made as of February 21, 2025 (the “Effective Date”), by and between Western Digital Corporation, a Delaware corporation (“WDC”), and Sandisk Corporation, a Delaware corporation (together with its successors and assigns, “Spinco”). Each of WDC and Spinco ar

Western Digital Completes Planned Company Separation

Exhibit 99.1 Western Digital Completes Planned Company Separation SAN JOSE, Calif. – February 24, 2025 – Western Digital (Nasdaq: WDC) announced today the successful completion of the planned separation of the company’s Flash business. Earlier this month, Western Digital held its Investor Day event where the company shared its vision, strategy and plan to enable its customers to unleash the power

Employee Matters Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation*

Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT between WESTERN DIGITAL CORPORATION and SANDISK CORPORATION dated as of February 21, 2025 ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1 DEFINITIONS 4 SECTION 1.2 REFERENCES; INTERPRETATION 17 SECTION 1.3 RELATION TO OTHER DOCUMENTS 18 ARTICLE II GENERAL PRINCIPLES SECTION 2.1 ALLOCATION OF ASSETS 19 SECTION 2.2 ASSUMPTION OF LIABILITIES 20 SECTION 2.3

Amendment No. 4 to the Amended and Restated Loan Agreement, dated as of February 20, 2025, among Western Digital Corporation, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto*

Exhibit 10.7 Execution Version AMENDMENT NO. 4 AMENDMENT NO. 4, dated as of February 20, 2025 (this “Amendment”), to the Amended and Restated Loan Agreement dated as of January 7, 2022 (as amended by that certain Amendment No. 1, dated as of December 23, 2022, as amended by that certain Amendment No. 2, dated as of June 20, 2023, as amended by that certain Amendment No. 3, dated as of June 11, 202

Tax Matters Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation*

Exhibit 10.2 TAX MATTERS AGREEMENT by and between Western Digital Corporation and Sandisk Corporation Dated as of February 21, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1.1 General 2 ARTICLE II PAYMENTS AND TAX REFUNDS 2.1 Allocation of Tax Liabilities 9 2.2 Certain Transaction Taxes 10 2.3 Allocation of Employment Taxes 11 2.4 Tax Refunds 11 2.5 Prior Agreements 11 ARTICLE III PREPARATION

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): February 20, 2025 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Comm

Current Report

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): January 31, 2025 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commi

Current Report

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): January 30, 2025 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commi

INFORMATION STATEMENT Sandisk Corporation Common Stock (par value $0.01 per share)

Exhibit 99.1 Dear Western Digital Corporation Stockholder: In October 2023, we announced our plan to separate Western Digital Corporation’s (“WDC”) flash business from our remaining hard disk drive business pursuant to a spin-off transaction, resulting in two independent, publicly traded companies. The new company distributed to WDC stockholders in the spin-off, Sandisk Corporation (“Spinco”), wil

Sandisk Corporation Deferred Compensation Plan

Exhibit 10.3 Sandisk Corporation Deferred Compensation Plan Effective January 1, 2025 IMPORTANT NOTE This document has not been approved by the Department of Labor, Internal Revenue Service, or any other governmental entity. An adopting Employer must determine whether the Plan is subject to the Federal securities laws and the securities laws of the various states. An adopting Employer may not rely

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 27, 2024 Or ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 27, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN D

WESTERN DIGITAL CORPORATION DEFERRED COMPENSATION PLAN AMENDMENT NO. 1 December 1, 2024

Exhibit 10.2 WESTERN DIGITAL CORPORATION DEFERRED COMPENSATION PLAN AMENDMENT NO. 1 December 1, 2024 Section 10.1 of the Western Digital Corporation Deferred Compensation Plan, as amended and restated as of January 1, 2013 (the “Plan”) allows Western Digital Corporation (the “Company”) to amend the Plan at any time. Accordingly, the Plan is hereby amended, applicable to Compensation Deferral Agree

Form of Indemnification Agreement for Directors and Officers.

Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of       ,     by and between Western Digital Corporation, a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECITALS WHEREAS,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 25, 2025 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commi

Western Digital Reports Fiscal Second Quarter 2025 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal Second Quarter 2025 Financial Results News Summary •Second quarter revenue was $4.29 billion, up 5% sequentially (QoQ). Cloud revenue increased 6% (QoQ), Client revenue decreased 3% (QoQ) and Consumer revenue increased 14% (QoQ). •Second quarter GAAP earnings per share (EPS) was $1.63 and Non-GAAP EPS was $1.77. •Expect fiscal third quarter 2025 revenue

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 29, 2025 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commi

Results of Operations and Financial Condition

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): January 10, 2025 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commi

Current Report

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): December 10, 2024 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Comm

Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan

Exhibit 10.1 WESTERN DIGITAL CORPORATION Amended and Restated 2021 Long-Term Incentive Plan EFFECTIVE DATE: NOVEMBER 20, 2024 1. GENERAL. (a) Purpose. This Plan, through the granting of Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 20, 2024 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Comm

As filed with the Securities and Exchange Commission on November 25, 2024

As filed with the Securities and Exchange Commission on November 25, 2024 Registration No.

Calculation of Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Western Digital Corporation (Exact Name of the Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)   Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity  Common Stock, par value $0.

AMENDED AND RESTATED EQUITY PURCHASE AGREEMENT dated as of September 12, 2024 by and between SanDisk China Limited JCET Management Co., Ltd. (长电科技管理有限公司) TABLE OF CONTENTS

Exhibit 10.2 CONFIDENTIAL EXECUTION VERSION AMENDED AND RESTATED EQUITY PURCHASE AGREEMENT dated as of September 12, 2024 by and between SanDisk China Limited and JCET Management Co., Ltd. (长电科技管理有限公司) TABLE OF CONTENTS Page Article I DEFINITIONS Section 1.1 Definitions 1 Article II PURCHASE AND SALE; CLOSING Section 2.1 Purchase and Sale 12 Section 2.2 Purchase Price 12 Section 2.3 Estimated Adju

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2024 Or ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN

WESTERN DIGITAL CORPORATION AMENDED AND RESTATED 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNIT AWARD – VICE PRESIDENT AND ABOVE

Exhibit 10.1 WESTERN DIGITAL CORPORATION AMENDED AND RESTATED 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNIT AWARD – VICE PRESIDENT AND ABOVE FOR GOOD AND VALUABLE CONSIDERATION, Western Digital Corporation (the “Company”) hereby grants to the Participant named below the number of Restricted Stock Units (the “RSUs”) listed below (this “Award”) under the Western Digital Corpor

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 24, 2024 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commi

Western Digital Reports Fiscal First Quarter 2025 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal First Quarter 2025 Financial Results News Summary •First quarter revenue was $4.10 billion, up 9% sequentially (QoQ). Cloud revenue increased 17% (QoQ), Client and Consumer revenue remained flat (QoQ). •First quarter GAAP earnings per share (EPS) was $1.35 and Non-GAAP EPS was $1.78. •Expect fiscal second quarter 2025 revenue to be in the range of $4.20

WDC / Western Digital Corporation / JPMORGAN CHASE & CO - FILING WESTERN DIGITAL CORPORATION Passive Investment

SC 13G 1 WESTERNDIGITALCORPORATIO.htm FILING WESTERN DIGITAL CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* WESTERN DIGITAL CORPORATION (Name of Issuer) Common Stock, $0.01 Par Value Per Share (Title of Class of Securities) 958102105 (CUSIP Number) September 30, 2024 (Date of Event Which R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

DEFINITIVE PROXY STATEMENT

Proxy Statement Western Digital® 4111., Western Digital. Creating the future of data No matter how you follow your passion, you should be empowered and inspired by the data that surrounds you. At Western Digital, our broad and ever-expanding portfolio delivers powerful storage solutions with data security features for everyone from students, gamers and home offices to the largest enterprises and c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

WESTERN DIGITAL CORPORATION 235,000 Shares of Series A Convertible Perpetual Preferred Stock 10,000,000 Shares of Common Stock Underlying such Series A Convertible Perpetual Preferred Stock

Table of Contents Filed pursuant to Rule 424(b)(7) Registration No. 333-281780 Prospectus Supplement WESTERN DIGITAL CORPORATION 235,000 Shares of Series A Convertible Perpetual Preferred Stock 10,000,000 Shares of Common Stock Underlying such Series A Convertible Perpetual Preferred Stock This prospectus supplement (the “prospectus”) relates to the possible offer and resale, from time to time, by

Calculation of Filing Fee Tables (Form Type) Western Digital Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Western Digital Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registr

Current Report

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): August 26, 2024 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commis

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-3 WESTERN DIGITAL CORPORATION Table 1: Newly Registered and Carry Forward Securities    Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum  Offering Price Per Unit Maximum  Aggregate Offering Price Fee Rate Amount of Registration  Fee Carry Forward  Form Type Carry Forward  File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid 1 Equity Common Stock, $0.

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, as trustee for the form of Indenture.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

As filed with the Securities and Exchange Commission on August 26, 2024.

As filed with the Securities and Exchange Commission on August 26, 2024. Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTERN DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 33-0956711 (State or other jurisdiction of incorporation or organization)

ASSUMPTION AND SUPPLEMENT TO GUARANTY AGREEMENT

Exhibit 10.17(1) Execution Version ASSUMPTION AND SUPPLEMENT TO GUARANTY AGREEMENT This Assumption and Supplement to Guaranty Agreement (the “Agreement”) is dated as of this 26th day of April, 2024, made by each of (i) SanDisk Technologies, Inc., a Delaware corporation and (ii) SanDisk Corporation, a Delaware corporation (the “New Guarantors” and each a “New Guarantor”); WITNESSETH THAT: WHEREAS,

SECOND SUPPLEMENTAL INDENTURE

Exhibit 4.4 Execution Version SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of April 26, 2024, between Western Digital Corporation, a Delaware corporation (the “Company”), SanDisk Corporation (“SDC”), a Delaware corporation and subsidiary of the Company, SanDisk Technologies, Inc.(“SDT”), a Delaware corporation and subsidiary of Western Digit

Assumption and Supplemental Security Agreement

Exhibit 10.18(1) Execution Version Assumption and Supplemental Security Agreement This Agreement dated as of this 26th day of April, 2024 from the entities listed on the signature pages hereto (collectively, the “New Debtors”), to JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”), as collateral agent for the Secured Parties (defined in the Security Agreement hereinafter identified and defined) (JP

WESTERN DIGITAL CORPORATION COMPENSATION RECOVERY (CLAWBACK) POLICY

Exhibit 97.1 WESTERN DIGITAL CORPORATION COMPENSATION RECOVERY (CLAWBACK) POLICY Recovery of Incentive-Based Compensation It is the policy of Western Digital Corporation (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material non-compliance with any financial reporting requirement under the

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK OF WESTERN DIGITAL CORPORATION The following is a summary of the material provisions of our Amended and Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”), and Amended and Restated Bylaws (our “Bylaws”), insofar as they relate to the material terms of our capital stock. This summary is qualified in its entirety by referen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 28, 2024 Or ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 28, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN DIGITAL CORPO

AMENDMENT NO. 3

Exhibit 10.16(3) Execution Version AMENDMENT NO. 3 AMENDMENT NO. 3, dated as of June 11, 2024 (this “Amendment”), to the Amended and Restated Loan Agreement dated as of January 7, 2022 (as amended by that certain Amendment No. 1, dated as of December 23, 2022, as amended by that certain Amendment No. 2, dated as of June 20, 2023, and as further amended, supplemented, amended and restated or otherw

WESTERN DIGITAL CORPORATION SUBSIDIARIES OF THE COMPANY

Exhibit 21 WESTERN DIGITAL CORPORATION SUBSIDIARIES OF THE COMPANY Name of Entity State or Other Jurisdiction of Incorporation or Organization Amplidata N.

* * *

Exhibit 19.1 Policy Regarding Insider Trading and Unauthorized Disclosures 1.Purpose Western Digital Corporation (the “Company”) and all directors, officers, and employees of the Company and its subsidiaries are subject to federal and state “insider trading” laws with respect to transactions involving Company securities. These laws prohibit: (i) purchasing or selling (also referred to herein as “t

FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.8 Execution Version FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of April 26, 2024, between Western Digital Corporation, a Delaware corporation (the “Company”), SanDisk Corporation (“SDC”), a Delaware corporation and subsidiary of the Company, SanDisk Technologies, Inc.(“SDT”), a Delaware corporation and subsidiary of Western Digital

Amended and Restated Certificate of Incorporation of Western Digital Corporation, as amended to date (Filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K (File No. 1-08703) with the Securities and Exchange Commission on August 20, 2024).

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 09:46 AM 05/13/2024 FILED 09:46 AM 05/13/2024 SR 2024053913 - File Number 3308006 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN DIGITAL CORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware Western Digital Corporation, a Delaware c

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 31, 2024 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commissi

Western Digital Reports Fiscal Fourth Quarter and Fiscal Year 2024 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal Fourth Quarter and Fiscal Year 2024 Financial Results News Summary •Fourth quarter revenue was $3.76 billion, up 9% sequentially (QoQ). Cloud revenue increased 21% (QoQ), Client revenue increased 3% (QoQ) and Consumer revenue decreased 7% (QoQ). Fiscal year 2024 revenue was $13.00 billion. •Fourth quarter GAAP earnings per share (EPS) was $0.88 and Non-G

Current Report

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): May 20, 2024 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commissio

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 WESTERN DIGITAL CORPORATION Conflict Minerals Report For the Reporting Period from January 1, 2023 to December 31, 2023 Western Digital Corporation has filed this Conflict Minerals Report as an exhibit to its Form SD for calendar year 2023 as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Conflict Minerals Rule”). Unless the context indicates ot

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Western Digital Corporation (Exact name of registrant as specified in its charter) Delaware 001-08703 33-0956711 (State or other jurisdictio

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Western Digital Corporation (Exact name of registrant as specified in its charter) Delaware 001-08703 33-0956711 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 5601 Great Oaks Parkway San Jose, California 95119 (Add

State of Delaware Secretary of State Division of Corporations Delivered 09:48 AM 05/13/2024 FILED 09:48 AM 05/13/2024 SR 20242053992 - File Number 2103965

Exhibit 99.1 State of Delaware Secretary of State Division of Corporations Delivered 09:48 AM 05/13/2024 FILED 09:48 AM 05/13/2024 SR 20242053992 - File Number 2103965 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN DIGITAL TECHNOLOGIES, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Western Digital Technologies, In

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Western Digital Corporation.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN DIGITAL CORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware Western Digital Corporation, a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is Western Digital Corporation. SECO

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders

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): May 10, 2024 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2024 Or ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN DIGI

EQUITY PURCHASE AGREEMENT dated as of March 4, 2024 by and between SanDisk China Limited JCET Management Co., Ltd. (长电科技管理有限公司) TABLE OF CONTENTS

Exhibit 10.2 CONFIDENTIAL EXECUTION VERSION EQUITY PURCHASE AGREEMENT dated as of March 4, 2024 by and between SanDisk China Limited and JCET Management Co., Ltd. (长电科技管理有限公司) TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE; CLOSING 12 Section 2.1 Purchase and Sale 12 Section 2.2 Purchase Price 12 Section 2.3 Estimated Adjustments at Closing 13

JOINT VENTURE RESTRUCTURE AGREEMENT Dated as of January 29, 2009 by and among TOSHIBA CORPORATION, SANDISK (IRELAND) LIMITED, SANDISK (CAYMAN) LIMITED, SANDISK CORPORATION, FLASH PARTNERS LIMITED, FLASH ALLIANCE LIMITED

Exhibit 10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. Execution Version JOINT VENTURE RESTRUCTURE AGREEMENT Dated as of January

Western Digital Reports Fiscal Third Quarter 2024 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal Third Quarter 2024 Financial Results News Summary •Third quarter revenue was $3.46 billion, up 14% sequentially (QoQ). Cloud revenue increased 45% (QoQ), Client revenue increased 5% (QoQ) and Consumer revenue decreased (13)% (QoQ). •Third quarter GAAP earnings per share (EPS) was $0.34 and Non-GAAP EPS was $0.63, which includes underutilization-related c

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 25, 2024 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.  ) Filed by the Registrant ☒        Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Western Digital Announces Update on Company Separation Momentum Continues Across Broad Scope of Transaction Activities Company Appoints Key Executive Leaders for Flash and HDD Companies

Exhibit 99.1 Western Digital Announces Update on Company Separation Momentum Continues Across Broad Scope of Transaction Activities Company Appoints Key Executive Leaders for Flash and HDD Companies SAN JOSE, Calif. – March 5, 2024 – Western Digital Corp. (NASDAQ: WDC) (“Western Digital” or “the Company”) today provided an update on its previously announced plan to separate into two independent, p

Current Report

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): March 5, 2024 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commissi

Entry into a Material Definitive Agreement

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): March 3, 2024 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commissi

WDC / Western Digital Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02275-westerndigitalcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Western Digital Corp Title of Class of Securities: Common Stock CUSIP Number: 958102105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 29, 2023 Or ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 29, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-08703 CUSIP Number: 958102105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 29, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 25, 2024 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commi

Western Digital Reports Fiscal Second Quarter 2024 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal Second Quarter 2024 Financial Results News Summary •Second quarter revenue was $3.03 billion, up 10% sequentially (QoQ). Cloud revenue increased 23% (QoQ), Client revenue decreased 2% (QoQ) and Consumer revenue increased 15% (QoQ). •Second quarter GAAP earnings per share (EPS) was $(0.87) and Non-GAAP EPS was $(0.69), which includes $156 million of under

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): December 28, 2023 WESTERN DIGITAL

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): December 28, 2023 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Comm

Financial Statements and Exhibits, Other Events

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): December 22, 2023 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Comm

WESTERN DIGITAL CORPORATION 900,000 Shares of Series A Convertible Perpetual Preferred Stock 28,000,000 Shares of Common Stock Underlying such Series A Convertible Perpetual Preferred Stock

424B7 Table of Contents Prospectus Supplement Filed pursuant to Rule 424(b)(7) Registration No.

Calculation of Filing Fee Tables Form S-3 (Form Type) Western Digital Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carr

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Western Digital Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Series A Convertible Perpetual Preferred Stock Rule 457(i) 900,000 N/A $1,416,520,000 (2) 0.

Western Digital Corporation

Western Digital Corporation 5601 Great Oaks Parkway San Jose, California 95119 Tel: +1.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Western Digital Corporation (Exact Name of the Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan, amended and restated as of August 22, 2023

Exhibit 10.1 WESTERN DIGITAL CORPORATION Amended and Restated 2021 Long-Term Incentive Plan EFFECTIVE DATE: NOVEMBER 15, 2023 1. GENERAL. (a) Purpose. This Plan, through the granting of Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): November 15, 2023 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Comm

As filed with the Securities and Exchange Commission on November 17, 2023

As filed with the Securities and Exchange Commission on November 17, 2023 Registration No.

WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR PERFORMANCE STOCK UNIT AWARD

Exhibit 10.1 WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR PERFORMANCE STOCK UNIT AWARD FOR GOOD AND VALUABLE CONSIDERATION, Western Digital Corporation (the “Company”), hereby grants to the Participant named below the number of Performance Stock Units (the “PSUs”) listed below (this “Award”) under the Western Digital Corporation 2021 Long-Term Incentive Plan (as amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2023 Or ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN

Indenture, dated as of November 3, 2023 (the “Indenture”), among (i) Western Digital Corporation, (ii) Western Digital Technologies, Inc., as guarantor, and (iii) U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.1 Execution Version WESTERN DIGITAL CORPORATION, as the Company, WESTERN DIGITAL TECHNOLOGIES, INC., as Guarantor, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 3, 2023 3.00% Convertible Senior Notes due 2028 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 14 ARTICLE 2 ISSUE, DESC

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 3, 2023 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) (IRS Employer Identification No.

Form of Confirmation for Capped Call Transactions.

Exhibit 10.1 [Dealer’s name] [Dealer’s address]1 [], 2023 To: Western Digital Corporation To: [] Attention: [] Telephone: [] Email: [] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Western Digital Corporation (“Counterparty”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.  ) Filed by the Registrant ☒        Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

2

Exhibit 99.1 WESTERN DIGITAL ANNOUNCES UPSIZE AND PRICING OF $1.4 BILLION CONVERTIBLE NOTES OFFERING SAN JOSE, Calif. — Oct. 31, 2023 — Western Digital Corporation (Nasdaq: WDC) (“Western Digital”) today announced that it has priced its offering of $1.4 billion aggregate principal amount of convertible senior notes due 2028 (the “notes”), reflecting an increase of $100 million over the previously

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 31, 2023 Western Digital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 31, 2023 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) (IRS Employer Identification No.

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 30, 2023 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.

Western Digital to Form Two Independent Public Companies Focused on Data Storage Growth in HDD and Flash Markets Separation Represents Value-Accretive Next Step for Both HDD and Flash

EX-99.1 Exhibit 99.1 Western Digital to Form Two Independent Public Companies Focused on Data Storage Growth in HDD and Flash Markets Separation Represents Value-Accretive Next Step for Both HDD and Flash SAN JOSE, Calif. – October 30, 2023 – Western Digital Corp. (NASDAQ: WDC) (“Western Digital” or “the Company”) today announced its Board of Directors has unanimously approved a plan to separate i

2

Exhibit 99.1 WESTERN DIGITAL ANNOUNCES PROPOSED $1.3 BILLION CONVERTIBLE NOTES OFFERING SAN JOSE, Calif. — Oct. 30, 2023 — Western Digital Corporation (Nasdaq: WDC) (“Western Digital”) today announced a proposed offering of $1.3 billion aggregate principal amount of convertible senior notes due 2028 (the “notes”), subject to market and other conditions. The notes will be senior unsecured obligatio

2 © 2023 WESTERN DIGITAL CORPORATION OR ITS AFFILIATES ALL RIGHTS RESERVED Forward-Looking Statements Safe Harbor | Disclaimers This presentation contains forward-looking statements within the meaning of the federal securities laws, including, withou

EX-99.2 Exhibit 99.2 © 2023 WESTERN DIGITAL CORPORATION OR ITS AFFILIATES ALL RIGHTS RESERVED Creating Two Independent Public Companies Focused on Data Storage Growth in HDD and Flash Markets Western Digital October 2023 2 © 2023 WESTERN DIGITAL CORPORATION OR ITS AFFILIATES ALL RIGHTS RESERVED Forward-Looking Statements Safe Harbor | Disclaimers This presentation contains forward-looking statemen

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 30, 2023 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) (IRS Employer Identification No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 30, 2023 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commi

Western Digital Reports Fiscal First Quarter 2024 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal First Quarter 2024 Financial Results News Summary •First quarter revenue was $2.75 billion, up 3% sequentially (QoQ). Cloud revenue decreased 12% (QoQ), Client revenue increased 11% (QoQ) and Consumer revenue increased 14% (QoQ). •First quarter GAAP earnings per share (EPS) was $(2.17) and Non-GAAP EPS was $(1.76), which includes $225 million of underuti

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.

Exhibit 10.1 Execution Version SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of October 10, 2023, between Western Digital Technologies, Inc., (the “Guaranteeing Subsidiary”), a Delaware corporation and subsidiary of Western Digital Corporation, a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as succe

Current Report

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 WESTERN DIGITAL CORPORATION (Exact name of registrant as specified in charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

DEFINITIVE PROXY STATEMENT

Proxy StatementC C C C C Cr r re e e e e ea a a a at t te e e e e w w w w wh ha at t’s s s n n ne e ex x xt t No matter how you follow your passion, you should be empowered and inspired by the data that surrounds you.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN DIGITAL CORPO

WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT PROGRAM

Exhibit 10.2.4 WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT PROGRAM 1.Establishment. The Company maintains the Western Digital Corporation Non-Employee Director Restricted Stock Unit Program (the “Program”), which is hereby amended and restated in its entirety effective as of May 23, 2023 (the “Effective Date”). Th

WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNIT AWARD – VICE PRESIDENT AND ABOVE

Exhibit 10.2.3 WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNIT AWARD – VICE PRESIDENT AND ABOVE FOR GOOD AND VALUABLE CONSIDERATION, Western Digital Corporation (the “Company”) hereby grants to the Participant named below the number of Restricted Stock Units (the “RSUs”) listed below (this “Award”) under the Western Digital Corporation 2021 Long-Ter

WESTERN DIGITAL CORPORATION SUBSIDIARIES OF THE COMPANY

Exhibit 21 WESTERN DIGITAL CORPORATION SUBSIDIARIES OF THE COMPANY Name of Entity State or Other Jurisdiction of Incorporation or Organization Amplidata N.

Western Digital Reports Fiscal Fourth Quarter and Fiscal Year 2023 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal Fourth Quarter and Fiscal Year 2023 Financial Results News Summary •Fourth quarter revenue was $2.7 billion, down 5% sequentially (QoQ). Cloud revenue decreased 18% (QoQ), Client revenue increased 6% and Consumer revenue increased 3% (QoQ). Fiscal year 2023 revenue was $12.3 billion. •Fourth quarter GAAP earnings per share (EPS) was $(2.27) and Non-GAAP

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): July 31, 2023 WESTERN DIGITAL COR

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): July 31, 2023 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commissi

Security Agreement, dated as of June 20, 2023, by and among Western Digital Corporation, Western Digital Technologies, Inc. and JPMorgan Chase Bank, N.A. as Collateral Agent.

EX-10.7 Exhibit 10.7 Execution Version SECURITY AGREEMENT This Security Agreement (this “Agreement”) is dated as of June 20, 2023, by and among Western Digital Corporation, a Delaware corporation (the “Borrower”), and the other parties who have executed this Security Agreement (the Borrower, such other parties and any other parties who execute and deliver to the Collateral Agent an agreement subst

Security Agreement, dated as of June 20, 2023, by and among Western Digital Corporation, Western Digital Technologies, Inc and JPMorgan Chase Bank, N.A. as Collateral Agent.

EX-10.6 Exhibit 10.6 Execution Version SECURITY AGREEMENT This Security Agreement (this “Agreement”) is dated as of June 20, 2023, by and among Western Digital Corporation, a Delaware corporation (the “Lead Borrower”), and the other parties who have executed this Security Agreement (the Lead Borrower, such other parties and any other parties who execute and deliver to the Collateral Agent an agree

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 20, 2023 WESTERN DIGITAL COR

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 20, 2023 WESTERN DIGITAL CORPORATION (Exact name of registrant as specified in charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commission F

Guaranty, dated as of June 20, 2023, by and among Western Digital Corporation, Western Digital Technologies, Inc. and JPMorgan Chase Bank, N.A. as Administrative Agent.

EX-10.5 Exhibit 10.5 Execution Version GUARANTY AGREEMENT Guaranty Agreement (this “Guaranty”) is entered into as of June 20, 2023, by Western Digital Corporation, a Delaware corporation, and the other parties who have executed this Guaranty (the “Subsidiary Guarantors”; and along with any other parties who execute and deliver to the Administrative Agent (as hereinafter identified and defined) an

Amendment No. 2, dated as of June 20, 2023, to the Loan Agreement, dated as of January 25, 2023, by and among Western Digital Corporation, each lender party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent and the other parties thereto.

EX-10.3 Exhibit 10.3 Execution Version AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of June 20, 2023 (this “Amendment”), to the Loan Agreement dated as of January 25, 2023 (as amended by that certain Amendment No. 1, dated as of June 20, 2023, and as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”) among WESTER

Amendment No. 1, dated as of June 20, 2023, to the Loan Agreement, dated as of January 25, 2023, by and among Western Digital Corporation, each lender party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent and the other parties thereto.

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of June 20, 2023 (this “Amendment”), to the Loan Agreement dated as of January 25, 2023 (as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”) among WESTERN DIGITAL CORPORATION, a Delaware corporation (the “Borrower”), each lender

First Supplemental Indenture, dated as of June 20, 2023, by and among Western Digital Technologies, Inc. and U.S. Bank Trust Company, National Association, as Trustee.

EX-10.8 Exhibit 10.8 Execution Version FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 20, 2023, between Western Digital Technologies, Inc., (the “Guaranteeing Subsidiary”), a Delaware corporation and subsidiary of Western Digital Corporation, a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as su

Guaranty, dated as of June 20, 2023, by and among Western Digital Corporation, Western Digital Technologies, Inc. and JPMorgan Chase Bank, N.A. as Administrative Agent.

EX-10.4 Exhibit 10.4 Execution Version GUARANTY AGREEMENT Guaranty Agreement (this “Guaranty”) is entered into as of June 20, 2023, by Western Digital Corporation, a Delaware corporation (the “Lead Borrower”), and the other parties who have executed this Guaranty (the “Subsidiary Guarantors”; and along with the Lead Borrower and any other parties who execute and deliver to the Administrative Agent

Amendment No. 2, dated as of June 20, 2023, to the Amended and Restated Loan Agreement, dated as of January 7, 2022, by and among Western Digital Corporation, each lender party thereto, J.P. Morgan Chase Bank, N.A. as Administrative Agent and the other parties thereto.

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of June 20, 2023 (this “Amendment”), to the Amended and Restated Loan Agreement dated as of January 7, 2022 (as amended by that certain Amendment No. 1, dated as of December 23, 2022, and as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Loan

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Western Digital Corporation (Exact name of registrant as specified in its charter) Delaware 001-08703 33-0956711 (State or other jurisdictio

SD United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Western Digital Corporation (Exact name of registrant as specified in its charter) Delaware 001-08703 33-0956711 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 5601 Great Oaks Parkway San Jose, California 95119 (

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 WESTERN DIGITAL CORPORATION Conflict Minerals Report For the Reporting Period from January 1, 2022 to December 31, 2022 Western Digital Corporation has filed this Conflict Minerals Report as an exhibit to its Form SD for calendar year 2022 as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Conflict Minerals Rule”). Unless the context indicates ot

INVESTMENT AGREEMENT by and between WESTERN DIGITAL CORPORATION AP WD HOLDINGS, L.P. Dated as of January 31, 2023

Execution Version Exhibit 10.1 INVESTMENT AGREEMENT by and between WESTERN DIGITAL CORPORATION and AP WD HOLDINGS, L.P. Dated as of January 31, 2023 THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS BETWEEN THE PARTIES. IT IS NOT INTENDED TO CREATE, AND WILL NOT BE DEEMED TO CREATE, A LEGALLY BINDING OR ENFORCEABLE OFFER OR AGREEMENT OF ANY TYPE OR NATURE PRIOR TO THE DULY AUTHORIZED AND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN DIGI

INVESTMENT AGREEMENT by and among WESTERN DIGITAL CORPORATION, ELLIOTT ASSOCIATES, L.P. ELLIOTT INTERNATIONAL, L.P. Dated as of January 31, 2023

Execution Version Exhibit 10.2 INVESTMENT AGREEMENT by and among WESTERN DIGITAL CORPORATION, ELLIOTT ASSOCIATES, L.P. and ELLIOTT INTERNATIONAL, L.P. Dated as of January 31, 2023 THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS BETWEEN THE PARTIES. IT IS NOT INTENDED TO CREATE, AND WILL NOT BE DEEMED TO CREATE, A LEGALLY BINDING OR ENFORCEABLE OFFER OR AGREEMENT OF ANY TYPE OR NATURE PR

Western Digital Reports Fiscal Third Quarter 2023 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal Third Quarter 2023 Financial Results News Summary •Third quarter revenue was $2.8 billion, at the high end of the guidance range. •Third quarter GAAP earnings per share (EPS) was $(1.82) and Non-GAAP EPS was $(1.37), which includes $200 million of underutilization related charges in Flash and HDD. •Third quarter GAAP operating loss was $472 million and N

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): May 8, 2023 WESTERN DIGITAL CORPO

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): May 8, 2023 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commission

Western Digital Provides Update on Network Security Incident

EX-99.1 Exhibit 99.1 Western Digital Provides Update on Network Security Incident SAN JOSE, Calif. — May 5, 2023 — Western Digital Corp. (NASDAQ: WDC) today provided an update on a network security incident involving the Company’s systems. On March 26, 2023, we identified a network security incident where an unauthorized third party gained access to a number of the Company’s systems. On April 2, 2

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): May 5, 2023 WESTERN DIGITAL CORPO

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): May 5, 2023 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commission

Financial Statements and Exhibits, Other Events

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): April 2, 2023 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commissi

Western Digital Provides Information on Network Security Incident

EX-99.1 Exhibit 99.1 Western Digital Provides Information on Network Security Incident SAN JOSE, Calif. — April 2, 2023 — Western Digital Corp. (NASDAQ: WDC) today provided information regarding a network security incident involving some of its systems and the Company’s active response to this matter. On March 26, 2023, Western Digital identified a network security incident involving Western Digit

WDC / Western Digital Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02245-westerndigitalcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Western Digital Corp. Title of Class of Securities: Common Stock CUSIP Number: 958102105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to de

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 30, 2022 Or ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN D

Investment Agreement, dated January 31, 2023, by and among Western Digital Corporation, Elliott Associates, L.P. and Elliott International, L.P.#

Exhibit 10.2 INVESTMENT AGREEMENT by and among WESTERN DIGITAL CORPORATION, ELLIOTT ASSOCIATES, L.P. and ELLIOTT INTERNATIONAL, L.P. Dated as of January 31, 2023 THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS BETWEEN THE PARTIES. IT IS NOT INTENDED TO CREATE, AND WILL NOT BE DEEMED TO CREATE, A LEGALLY BINDING OR ENFORCEABLE OFFER OR AGREEMENT OF ANY TYPE OR NATURE PRIOR TO THE DULY AU

Registration Rights Agreement, dated January 31, 2023, by and among Western Digital Corporation, AP WD Holdings, L.P, Elliott Associates, L.P. and Elliott International, L.P.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT by and among WESTERN DIGITAL CORPORATION and AP WD HOLDINGS, L.P. ELLIOTT ASSOCIATES, L.P. ELLIOTT INTERNATIONAL, L.P. Dated as of January 31, 2023 TABLE OF CONTENTS Page ARTICLE I Resale Shelf Registration Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration Statement 2 Section 1.4

Amended and Restated Letter Agreement, dated January 31, 2023 by and between Western Digital Corporation and Elliott Investment Management L.P.

Exhibit 10.4 AMENDED AND RESTATED LETTER AGREEMENT January 31, 2023 Reference is made to that certain letter agreement dated June 7, 2022, by and between Western Digital Corporation (“Western Digital” or “WDC”) and Elliott Investment Management L.P. (“Elliott”) (the “Original Agreement”, a copy of which is attached hereto as Exhibit 1). Western Digital and Elliott are each referred to herein as a

Investment Agreement, dated January 31, 2023, by and between Western Digital Corporation and AP WD Holdings, L.P.#

Exhibit 10.1 INVESTMENT AGREEMENT by and between WESTERN DIGITAL CORPORATION and AP WD HOLDINGS, L.P. Dated as of January 31, 2023 THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS BETWEEN THE PARTIES. IT IS NOT INTENDED TO CREATE, AND WILL NOT BE DEEMED TO CREATE, A LEGALLY BINDING OR ENFORCEABLE OFFER OR AGREEMENT OF ANY TYPE OR NATURE PRIOR TO THE DULY AUTHORIZED AND APPROVED EXECUTION

Certificate of Designations, Preferences and Rights of Series A Convertible Perpetual Preferred Stock.

EX-3.1 2 d425756dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PERPETUAL PREFERRED STOCK OF WESTERN DIGITAL CORPORATION Pursuant to Section 151 of the Delaware General Corporation Law (as amended, supplemented or restated from time to time, the “DGCL”), Western Digital Corporation, a corporation organized and existing under the laws of the

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): January 31, 2023 (January 31, 2023) WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of In

Western Digital Announces $900 Million Convertible Preferred Equity Investment Led by Apollo-Managed Funds Apollo Provides Long-Term Strategic and Capital Support to Company Alongside Existing Investor Elliott Investment Management

EX-99.1 7 d425756dex991.htm EX-99.1 Exhibit 99.1 Western Digital Announces $900 Million Convertible Preferred Equity Investment Led by Apollo-Managed Funds Apollo Provides Long-Term Strategic and Capital Support to Company Alongside Existing Investor Elliott Investment Management San Jose, Calif., – January 31, 2023 – Western Digital Corporation (“Western Digital”) (Nasdaq: WDC) today announced th

Loan Agreement, dated as of January 25, 2023, by and among Western Digital Corporation, each lender party thereto, J.P. Morgan Chase Bank, N.A. as administrative agent and the other parties thereto.

Exhibit 10.1 Execution Version LOAN AGREEMENT AMONG WESTERN DIGITAL CORPORATION, a Delaware corporation, as Borrower, VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., KEYBANK CAPITAL MARKETS INC., U.S. BANK NATIONAL ASSOCIATION, RBC CAPITAL MARKETS,1 TRUIST SECURITIES, INC., TD SECURITIES (USA) LLC, BNP PARIBAS SECURITIE

Western Digital Reports Fiscal Second Quarter 2023 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal Second Quarter 2023 Financial Results News Summary •Second quarter revenue was $3.11 billion, at the high end of the guidance range. •Second quarter GAAP earnings per share (EPS) was $(1.40) and Non-GAAP EPS was $(0.42), which includes $100 million of underutilization related charges in HDD. •Second quarter GAAP operating loss was $321 million and Non-GA

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

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): January 25, 2023 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commi

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): December 23, 2022 WESTERN DIGITAL

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): December 23, 2022 WESTERN DIGITAL CORPORATION (Exact name of registrant as specified in charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commissi

Amendment No. 1, dated as of December 23, 2022, to the Amended and Restated Loan Agreement, dated as of January 7, 2022, by and among Western Digital Corporation, each lender party thereto, J.P. Morgan Chase Bank, N.A. as Administrative Agent and the other parties thereto.

EX-10.1 2 d438737dex101.htm EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of December 23, 2022 (this “Amendment”), to the Amended and Restated Loan Agreement dated as of January 7, 2022 (as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”) among WESTERN DIGITAL CORPORATION,

Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan, amended and restated as of August 25, 2022

Exhibit 10.1 WESTERN DIGITAL CORPORATION Amended and Restated 2021 Long-Term Incentive Plan EFFECTIVE DATE: NOVEMBER 16, 2022 1. GENERAL. (a) Purpose. This Plan, through the granting of Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and

Calculation of Filing Fee Table.

EX-FILING FEES 4 d111220dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Western Digital Corporation (Exact Name of the Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fe

Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan, amended and restated as of August 25, 2022

Exhibit 10.2 WESTERN DIGITAL CORPORATION AMENDED AND RESTATED 2005 EMPLOYEE STOCK PURCHASE PLAN The Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan, as amended and restated from time to time (the ?Plan?) shall be established and operated in accordance with the following terms and provisions. 1. Definitions. As used in the Plan the following terms shall have the m

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): November 16, 2022 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Comm

As filed with the Securities and Exchange Commission on November 18, 2022

As filed with the Securities and Exchange Commission on November 18, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN

WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR PERFORMANCE STOCK UNIT AWARD

Exhibit 10.1 WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR PERFORMANCE STOCK UNIT AWARD FOR GOOD AND VALUABLE CONSIDERATION, Western Digital Corporation (the ?Company?), hereby grants to the Participant named below the number of Performance Stock Units (the ?PSUs?) listed below (this ?Award?) under the Western Digital Corporation 2021 Long-Term Incentive Plan (as amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

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 27, 2022 WESTERN DIGITAL

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 27, 2022 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commi

Western Digital Reports Fiscal First Quarter 2023 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal First Quarter 2023 Financial Results News Summary •First quarter revenue was $3.74 billion, above the midpoint of guidance. •First quarter GAAP earnings per share (EPS) was $0.08 and Non-GAAP EPS was $0.20, non-GAAP EPS was impacted by higher tax rate. •First quarter GAAP operating income was $158 million and Non-GAAP operating income was $307 million. •

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

DEFINITIVE PROXY STATEMENT

Our strategy across five major strategic pillars Our Purpose Create what’s next Western Digital is on a mission to unlock the potential of data by harnessing the possibility to use it.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

FFL SECOND COMMITMENT AND EXTENSION AGREEMENT

Exhibit 10.29 CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. Execution Version FFL SECOND COMMITMENT AND EXTENSION AGREEMENT This FFL SECOND COMMITMENT AND

WESTERN DIGITAL CORPORATION SUBSIDIARIES OF THE COMPANY

Exhibit 21 WESTERN DIGITAL CORPORATION SUBSIDIARIES OF THE COMPANY Name of Entity State or Other Jurisdiction of Incorporation or Organization Amplidata N.

FFL COMMITMENT AND EXTENSION AGREEMENT

Exhibit 10.28 CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. Execution Version FFL COMMITMENT AND EXTENSION AGREEMENT This FFL COMMITMENT AND EXTENSION AGRE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 1, 2022 Or ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 1, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN DIGITAL CORPOR

FLASH FORWARD MASTER AGREEMENT Dated as of July 13, 2010 by and among TOSHIBA CORPORATION, SANDISK CORPORATION SANDISK FLASH B.V.

Exhibit 10.26 CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. Execution Version FLASH FORWARD MASTER AGREEMENT Dated as of July 13, 2010 by and among TOSHIBA

OPERATING AGREEMENT OF FLASH FORWARD, LTD. Dated as of March 1, 2011 TOSHIBA CORPORATION SANDISK FLASH B.V.

Exhibit 10.27 CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. Execution Version OPERATING AGREEMENT OF FLASH FORWARD, LTD. Dated as of March 1, 2011 between

Western Digital Reports Fiscal Fourth Quarter and Fiscal Year 2022 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal Fourth Quarter and Fiscal Year 2022 Financial Results News Summary ?Fourth quarter revenue was $4.53 billion, down 8% year-over-year (YoY). Cloud revenue increased 5%, Client revenue declined 14%, and Consumer revenue declined 23% YoY. Fiscal year 2022 revenue was $18.79 billion, up 11% YoY. ?Fourth quarter GAAP earnings per share (EPS) was $0.95 and Non

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2022 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commiss

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 30, 2022 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commissi

First Supplemental Indenture, dated as of June 30, 2022, by and between Western Digital Corporation and U.S. Bank National Association, as trustee.

Exhibit 4.1 WESTERN DIGITAL CORPORATION as the Company, and U.S. BANK NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 30, 2022 1.50% Convertible Senior Notes due 2024 FIRST SUPPLEMENTAL INDENTURE dated as of June 30, 2022 (this ?First Supplemental Indenture?), between Western Digital Corporation, a Delaware corporation (the ?Company?), and U.S. Bank National Associati

As filed with the Securities and Exchange Commission on June 23, 2022

As filed with the Securities and Exchange Commission on June 23, 2022 Registration No.

Filing Fee Table

EX-FILING FEES 3 d367410dexfilingfees.htm EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Western Digital Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Un

First Amendment to the Notice of Grant of Performance Stock Units and Performance Stock Unit Award – TSR Measure (CEO Sign-On Award).

Exhibit 10.1 FIRST AMENDMENT TO THE NOTICE OF GRANT OF PERFORMANCE STOCK UNITS AND PERFORMANCE STOCK UNIT AWARD ? TSR MEASURE (CEO SIGN-ON AWARD) THIS FIRST AMENDMENT TO THE NOTICE OF GRANT OF PERFORMANCE STOCK UNITS AND PERFORMANCE STOCK UNIT AWARD ? TSR MEASURE (CEO SIGN-ON AWARD) (this ?Amendment?), is adopted and approved by the Compensation Committee and Talent Committee (the ?Committee?) of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 15, 2022 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commissi

Letter Agreement, by and among Western Digital Corporation and Elliott Investment Management L.P., dated June 7, 2022

Exhibit 10.1 June 7, 2022 Elliott Investment Management L.P. 360 S. Rosemary Ave, 18th floor West Palm Beach, FL 33401 Ladies and Gentlemen: It is currently contemplated that representatives of Western Digital Corporation (?Western Digital? or ?WDC?) and Elliott Investment Management L.P. (?Elliott?) may engage in discussions regarding the Strategic Review (as defined below) of Western Digital and

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 7, 2022 (June 7, 2022) Western Digital Corporation (Exact name of registrant as specified in its charter) Delaware 001-08703 33-0956711 (State or other jurisdiction of incorporat

Western Digital Announces Review of Strategic Alternatives

Exhibit 99.1 Western Digital Announces Review of Strategic Alternatives San Jose, Calif., ? June 7, 2022 ? Western Digital Corporation, (?Western Digital?) (Nasdaq: WDC) today announced that it is reviewing potential strategic alternatives aimed at further optimizing long-term value for its shareholders. The Executive Committee of the Western Digital Board, chaired by Western Digital CEO, David Go

WESTERN DIGITAL CORPORATION Conflict Minerals Report For the Reporting Period from January 1, 2021 to December 31, 2021

EX-1.01 2 d344803dex101.htm EX-1.01 Exhibit 1.01 WESTERN DIGITAL CORPORATION Conflict Minerals Report For the Reporting Period from January 1, 2021 to December 31, 2021 Western Digital Corporation has filed this Conflict Minerals Report as an exhibit to its Form SD for calendar year 2021 as contemplated by Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Conflict Minerals Rul

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Western Digital Corporation (Exact name of registrant as specified in its charter) Delaware 001-08703 33-0956711 (State or other jurisdictio

United States Securities and Exchange Commission Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Western Digital Corporation (Exact name of registrant as specified in its charter) Delaware 001-08703 33-0956711 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 5601 Great Oaks Parkway San Jose, California 95119 (Add

As filed with the Securities and Exchange Commission on May 20, 2022

As filed with the Securities and Exchange Commission on May 20, 2022 Registration No.

As filed with the Securities and Exchange Commission on May 20, 2022

As filed with the Securities and Exchange Commission on May 20, 2022 Registration No.

RESTATEMENT AGREEMENT

Exhibit 10.2 EXECUTION VERSION RESTATEMENT AGREEMENT RESTATEMENT AGREEMENT, dated as of January 7, 2022 (this ?Restatement Agreement?), to the Loan Agreement dated as of April 29, 2016, as amended by Amendment No. 1, dated as of August 17, 2016, Amendment No. 2, dated as of September 22, 2016, Amendment No. 3, dated as of March 14, 2017, Amendment No. 4, dated as of March 23, 2017, Amendment No. 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2022 Or ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN DIGIT

December 14, 2021

Exhibit 10.1 Western Digital Corporation 5601 Great Oaks Parkway San Jose, California 95119 December 14, 2021 Wissam Jabre [address redacted] Dear Wissam, It is with great pleasure that we at Western Digital extend this offer of employment to you. Your position will be Executive Vice President and Chief Financial Officer, reporting to me. Subject to appointment by our Board of Directors, you will

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 28, 2022 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commiss

Western Digital Reports Fiscal Third Quarter 2022 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal Third Quarter 2022 Financial Results News Summary ?Revenue was $4.38 billion, up 6% year-over-year (YoY). Cloud revenue increased by 25%, Client revenue declined by 2%, and Consumer revenue declined 8% YoY. ?GAAP earnings per share (EPS) was $0.08 and Non-GAAP EPS was $1.65. ?Generated operating cash flow of $398 million and free cash flow of $148 millio

WDC / Western Digital Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Western Digital Corp. Title of Class of Securities: Common Stock CUSIP Number: 958102105 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed

WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR PERFORMANCE STOCK UNIT AWARD (FINANCIAL MEASURES)

Exhibit 10.3 WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR PERFORMANCE STOCK UNIT AWARD (FINANCIAL MEASURES) FOR GOOD AND VALUABLE CONSIDERATION, Western Digital Corporation (the ?Company?), hereby grants to the Participant named below the number of Performance Stock Units (the ?PSUs?) listed below (this ?Award?) under the Western Digital Corporation 2021 Long-Term Inc

OPERATING AGREEMENT OF FLASH ALLIANCE, LTD. Dated as of July 7, 2006 between TOSHIBA CORPORATION SANDISK (IRELAND) LIMITED

Exhibit 10.7 CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. EXECUTION VERSION OPERATING AGREEMENT OF FLASH ALLIANCE, LTD. Dated as of July 7, 2006 b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 Or ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN D

WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNIT AWARD – VICE PRESIDENT AND ABOVE

Exhibit 10.4 WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR RESTRICTED STOCK UNIT AWARD ? VICE PRESIDENT AND ABOVE FOR GOOD AND VALUABLE CONSIDERATION, Western Digital Corporation (the ?Company?) hereby grants to the Participant named below the number of Restricted Stock Units (the ?RSUs?) listed below (this ?Award?) under the Western Digital Corporation 2021 Long-Term

FLASH ALLIANCE MASTER AGREEMENT Dated as of July 7, 2006 by and among TOSHIBA CORPORATION, SANDISK CORPORATION SANDISK (IRELAND) LIMITED

Exhibit 10.6 CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[***]?. Execution Version FLASH ALLIANCE MASTER AGREEMENT Dated as of July 7, 2006 by and among

WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR PERFORMANCE STOCK UNIT AWARD (TSR MEASURE)

Exhibit 10.2 WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN GRANT NOTICE FOR PERFORMANCE STOCK UNIT AWARD (TSR MEASURE) FOR GOOD AND VALUABLE CONSIDERATION, Western Digital Corporation (the ?Company?), hereby grants to the Participant named below the number of Performance Stock Units (the ?PSUs?) listed below (this ?Award?) under the Western Digital Corporation 2021 Long-Term Incentive

WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT PROGRAM

Exhibit 10.5 WESTERN DIGITAL CORPORATION 2021 LONG-TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT PROGRAM 1.Establishment. The Company maintains the Western Digital Corporation Non-Employee Directors Restricted Stock Unit Program (the ?Program?), which is hereby amended and restated in its entirety effective as of November 22, 2021 (the ?Effective Date?). This amendment and

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 24, 2022 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commi

Western Digital Announces CFO Transition Company Names Wissam Jabre as Executive Vice President and Chief Financial Officer

Exhibit 99.1 Western Digital Announces CFO Transition Company Names Wissam Jabre as Executive Vice President and Chief Financial Officer SAN JOSE, Calif., ? January 27, 2022 ? Western Digital Corp. (Nasdaq: WDC) (?Western Digital? or the ?Company?) today announced that Wissam Jabre will assume the role of Western Digital?s Executive Vice President and Chief Financial Officer effective the week of

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 27, 2022 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commi

Western Digital Reports Fiscal Second Quarter 2022 Financial Results

Exhibit 99.1 Western Digital Reports Fiscal Second Quarter 2022 Financial Results News Summary ?Second quarter revenue was $4.83 billion, up 23% year-over-year (YoY). Cloud revenue increased by 89%, Client revenue declined by 1%, and Consumer revenue remained flat YoY. ?Second quarter GAAP earnings per share (EPS) was $1.79 and non-GAAP EPS was $2.30. Non-GAAP EPS included $70 million in COVID-rel

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 6, 2022 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) (IRS Employer Identification No.

First Supplemental Indenture, dated as of December 10, 2021, between Western Digital Corporation and U.S. Bank National Association, as trustee.

Exhibit 4.2 Western Digital Corporation, as the Company and U.S. Bank National Association, as Trustee FIRST SUPPLEMENTAL INDENTURE TO BASE INDENTURE, Dated as of December 10, 2021 Dated as of December 10, 2021 2.850% Senior Notes due 2029 3.100% Senior Notes due 2032 CROSS-REFERENCE TABLE TIA Section Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.08; 7.10 (b) 7.08;

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 7, 2021 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) (IRS Employer Identification No.

Indenture, dated as of December 10, 2021, between Western Digital Corporation and U.S. Bank National Association, as trustee.

EX-4.1 3 d253588dex41.htm EX-4.1 Exhibit 4.1 WESTERN DIGITAL CORPORATION as Issuer, and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of December 10, 2021 ARTICLE 1. DEFINITIONS 1 SECTION 1.01. Certain Terms Defined 1 ARTICLE 2. SECURITY FORMS 5 SECTION 2.01. Forms Generally 5 SECTION 2.02. Form of Trustee’s Certificate of Authentication 10 ARTICLE 3. ISSUE, EXECUTION, FORM AND REGI

WESTERN DIGITAL ANNOUNCES CLOSING OF DEBT OFFERING

Exhibit 99.1 WESTERN DIGITAL ANNOUNCES CLOSING OF DEBT OFFERING SAN JOSE, Calif. ? December 10, 2021 ? Western Digital Corporation (NASDAQ: WDC) (?Western Digital? or the ?Company?) today announced the closing of its underwritten public offering of (i) $500,000,000 aggregate principal amount of 2.850% senior unsecured notes due 2029 and (ii) $500,000,000 aggregate principal amount of 3.100% senior

Underwriting Agreement, dated December 7, 2021.

Exhibit 1.1 Western Digital Corporation 2.850% Senior Notes due 2029 3.100% Senior Notes due 2032 Underwriting Agreement December 7, 2021 BOFA SECURITIES, INC. J.P. MORGAN SECURITIES LLC MUFG SECURITIES AMERICAS INC. As representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o J.P. Morgan Securities LLC 383 Madison

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per security Proposed maximum aggregate offering price Amount of registration fee(1) 2.850% Senior Notes due 20

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-259102 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per security Proposed maximum aggregate offering price Amount of registration fee(1) 2.850% Senior Notes due 2029 $500,000,000 99.816% $499,080,000 $46,264.72 3.100% Senior Notes due

Subject to Completion, dated December 7, 2021

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-259102 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanyi

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Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-259102 December 7, 2021 Western Digital Corporation $500,000,000 2.850% Senior Notes due 2029 (the ?2029 Notes?) $500,000,000 3.100% Senior Notes due 2032 (the ?2032 Notes?) (collectively, the ?notes?) Pricing Term Sheet This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supp

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 6, 2021 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) (IRS Employer Identification No.

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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): November 16, 2021 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Comm

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