Company Update

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)   (Commission File Number)   (I.R.S. Employer Identification No.) 5601 Great Oaks Parkway San Jose , California     95119 (Address of Principal Executive Offices)     (Zip Code) (408) 717-6000 (Registrant’s Telephone Number, Including Area Code) Not applicable (Former Name or Former Address, if Changed Since Last Report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $0.01 Par Value Per Share   WDC   The Nasdaq Stock Market LLC (Nasdaq Global Select Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐       Item 8.01. Other Events. On December 22, 2023, Western Digital Corporation (“WDC” or the “Company”) registered for resale up to (i) 900,000 shares of its Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the “preferred stock”) and (ii) 28,000,000 shares of its common stock, par value $0.01 per share issuable upon the conversion of the preferred stock, pursuant to a registration statement and a related prospectus supplement filed by the Company with the Securities and Exchange Commission. The Company is filing a copy of the legal opinion and consent of Skadden, Arps, Slate, Meagher & Flom LLP, as Exhibit 5.1 to this Current Report on Form 8-K to add such exhibit to the Company’s Registration Statement on Form S-3ASR (File No. 333-259102).   Item 9.01. Financial Statements and Exhibits. (d) Exhibits.   Exhibit No.    Description of Exhibit   5.1    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 23.1    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). 104    Cover Page Interactive Data File (embedded with the Inline XBRL document) Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   WESTERN DIGITAL CORPORATION By:   /s/ Michael C. Ray Name:   Michael C. Ray Title:   Executive Vice President, Chief Legal Officer and Secretary Date: December 22, 2023