Western Digital (Nasdaq: WDC) filed an 8-K/A on 27 August 2026 to complete a disclosure it could not finish the day before. The company is retiring roughly $191.0 million of its 3.00% Convertible Senior Notes due 2028 by paying holders about $192.7 million in cash plus — the number this amendment exists to disclose — 4,653,572 new shares.

The deal in numbers

• Notes retired: ~$191.0m principal of the 3.00% Convertible Senior Notes due 15 Nov 2028.
• Cash leg: ~$192.7m — exactly the principal plus accrued and unpaid interest, nothing more.
• Share leg: 4,653,572 shares, sized to the notes' remaining conversion value using WDC's volume-weighted average price on 26 August 2026.
• Scale of the share leg: WDC traded around $461 that day, so those shares are worth roughly $2.1bn — about eleven times the cash being paid.
• Dilution: 4,653,572 against 360,540,944 shares outstanding (per the FY2026 10-K, as of 7 Aug 2026) is about 1.3%.
• Closing: on or after 2 September 2026, subject to customary conditions.
• Not the first tranche: WDC agreed a similar exchange of ~$858.4m of the same notes on 2 June 2026. Together that is ~$1.05bn of the $1.4bn originally issued in Nov 2023 — roughly three-quarters of the deal cleaned up.

What was filed, and what Item 3.02 means

An 8-K is the "something happened" form. Unlike the quarterly 10-Q or annual 10-K, it is event-driven: a company files one within a few business days of a specific disclosable event, and the numbered Item tells you which kind.

Item 3.02 — Unregistered Sales of Equity Securities is used when a company issues shares without registering them with the SEC first. That is legal under exemptions such as Section 4(a)(2), which covers private transactions with sophisticated counterparties rather than a public offering. Here the counterparties are existing noteholders, so no roadshow and no prospectus — but the SEC still requires the company to tell everyone how many shares were created, because every existing shareholder's slice just got slightly smaller.

The "/A" is the tell. An 8-K/A is an amendment. WDC filed the original 8-K on the morning of 26 August, but the share count depended on that day's VWAP, which did not exist yet. So it filed the deal terms first and amended the next day with the one missing number. Amendments like this are housekeeping, not a correction of an error — but they are worth reading, because the number that was missing is usually the number that matters.

Why it matters

These notes are deeply in the money, and that is the whole story. The notes were sold in November 2023 with an initial conversion price around $52.20 — a 30% premium to WDC's then-$40.15 share price. Conversion terms get adjusted over time for corporate actions, including the SanDisk separation in 2025. With the stock near $461, the conversion value now dwarfs the face value. That is why $191m of debt costs about $2.3bn to retire.

Structuring it as cash-plus-stock is a deliberate choice. WDC could have let the notes convert, which would have handed holders the entire value in shares. By paying the principal in cash and issuing shares only for the excess conversion value, it caps the share count at 4.65m instead of a much larger number. It is dilution management, not dilution avoidance.

The balance-sheet effect is real but modest. Retiring $191m of 2028 maturities removes about $5.7m of annual interest and shrinks a wall of debt that would otherwise sit two years out. Set against the ~$2.1bn of equity handed over, the interest saving is a rounding error — the point is cleaning up the capital structure and removing a large, price-sensitive conversion overhang, not saving coupon.

The honest counterweight: dilution is dilution. Roughly 1.3% of the company was created and given away in this tranche, on top of the June tranche. Existing holders own a slightly smaller share of every future dollar of earnings. Whether that trade is worth it depends on how you value certainty over the remaining ~$350m of notes still outstanding — and reasonable people disagree.

Beginner takeaway

A convertible bond is a loan that can turn into stock. When the stock goes up a lot, that option becomes enormously valuable to the lender and expensive for the company — the debt stops behaving like debt and starts behaving like equity that was sold years ago at a much lower price. WDC is buying back that optionality in pieces, paying the loan in cash and settling the upside in shares. The 8-K/A exists purely to tell you how many shares, and that number is the real price tag.

FAQ

Is issuing 4.65 million new shares bad for me as a shareholder? It dilutes you by roughly 1.3% in this tranche — your ownership percentage falls slightly. Whether that is "bad" depends on what the company gets in return, here the removal of a 2028 debt maturity and its conversion overhang.

Why pay cash at all instead of just letting the notes convert? Paying the principal in cash means the shares only have to cover the value above par. That produces meaningfully fewer new shares than a full conversion would.

What does "unregistered" mean — is that a red flag? No. It means the shares were issued in a private transaction under a registration exemption rather than a public offering. It is routine for negotiated deals with existing holders, and the 8-K disclosure is exactly the safeguard that keeps it transparent.

Why did the share number come a day late? It was calculated from the volume-weighted average price on 26 August, which was not known until the market closed. The company filed the terms immediately and amended with the final count once it could compute it.

As of 28 August 2026. Source: official SEC filing — read it directly here. We summarise filings for education and may make errors, so always verify against the official document. Educational content only — not investment advice, not a buy/sell recommendation.