WD Announces Equity-for-Equity Exchange

SAN JOSE, Calif.--(BUSINESS WIRE)--Western Digital Corporation (Nasdaq: WDC) today announced that it has entered into exchange agreements with certain institutional investors on May 5, 2026, pursuant to which WD will receive an aggregate of 1,865,801 shares of WD common stock in exchange for an aggregate of 653,203 shares of common stock of Sandisk Corporation (“Sandisk”). The exchanges are expected to settle on May 7, 2026, subject to customary closing conditions. Upon the settlement of the exchanges, WD will continue to own 1,038,681 shares of Sandisk common stock, which it intends to dispose of in one or more subsequent exchanges for WD debt held by WD creditors and/or in exchange for outstanding shares of WD common stock and/or through distributions to WD stockholders as dividends.

About WD

WD, also known as Western Digital, builds the storage infrastructure that powers certainty in the AI-driven data economy. At the forefront of innovation, WD partners with the world's leading hyperscalers, cloud service providers, and enterprises to enable reliable storage solutions that are proven and trusted at scale. Driven by a culture of innovation and execution, WD helps customers store, protect, and use the world's data with confidence. Follow WD on LinkedIn and learn more at www.wd.com.

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Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws, including statements concerning the company’s disposition of its remaining shares of Sandisk common stock. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements.

Key risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements include: adverse global or regional conditions, including new or additional tariffs or trade restrictions; the company’s dependence on a limited number of qualified suppliers; volatility in demand for the company’s products; the impact of business and market conditions, including inflation, increases in interest rates and an economic recession; the outcome and impact of the company’s completed separation of its HDD and Flash businesses; the impact of competitive products and pricing; the company’s development and introduction of products based on new technologies and expansion into new data storage markets; risks associated with cost saving initiatives, restructurings, acquisitions, divestitures, mergers, joint ventures and the company’s strategic relationships; difficulties or delays in manufacturing or other supply chain disruptions; hiring and retention of key employees; the company’s level of debt and other financial obligations; changes to the company’s relationships with key customers; compromise, damage or interruption from cybersecurity incidents or other data system security risks; actions by competitors; any decisions to reduce or discontinue paying cash dividends or repurchasing shares of the company’s common stock; the company’s ability to achieve its greenhouse gas emissions reduction and other sustainability goals; the impact of international conflicts; risks associated with compliance with changing legal and regulatory requirements and the outcome of legal proceedings; and other risks and uncertainties listed in the company’s filings with the Securities and Exchange Commission (the “SEC”), including the company’s Annual Report on Form 10-K filed with the SEC on August 14, 2025 to which your attention is directed. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to update or revise these forward-looking statements to reflect new information or events, except as required by law.