Western Digital (WDC) 10-K risk factor changes: FY2026 vs FY2025

[removed: OPERATIONAL] [added: BUSINESS AND OPERATIONAL] RISKS

[removed: We are also subject to] [added: These] risks [removed: that could harm our business associated with our global manufacturing operations, global sales efforts and our utilization of contract manufacturers, including:] [added: include:] the need to obtain governmental approvals and compliance with evolving foreign regulations; the need to comply with regulations on international business, including the Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, the anti-bribery laws of other countries and rules regarding conflict minerals; the effects of political and economic instability; exchange, currency and tax controls and reallocations; the ongoing development and applicability of global and local tax systems; weaker protection of IP rights; policies and financial incentives by governments in China, the [removed: United States,] [added: U.S.,] and countries in Europe and Asia designed to reduce dependence on foreign manufacturing capabilities; trade restrictions, such as export controls, export bans, import restrictions, embargoes, sanctions, license and certification [removed: requirements (including encryption and other technology), trade wars, tariffs and complex customs regulations; difficulties in managing international operations, including appropriate internal controls; and fluctuations in financial markets and interruptions to supply chains from public health crises.]

Our business, financial condition and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the [removed: United States] [added: U.S.] or other governments.

Any imposition of [added: new tariffs] or increase in [removed: tariffs] [added: existing tariff rates] may increase the cost of importing our products or the costs for materials or components used in our products, which would increase our [added: overall] costs unless we are able to implement actions to offset these costs, such as leveraging tariff exemptions where possible, optimizing our supply chain, sourcing from alternative suppliers, or passing the costs to our customers through tariff surcharges or increased prices.

In addition, retaliatory actions by other countries in response to U.S. trade policy could increase [removed: prices] [added: the ultimate price] for our products, negatively affect demand for our products or restrict our ability to manufacture our products.

Tariffs or other trade restrictions may also lead to [removed: increased costs] [added: negative economic impacts] for our customers, declining consumer confidence, significant inflation and diminished expectations for the economy, as well as ultimately reduced demand for our products.

In addition, tariff actions by the [removed: United States] [added: U.S.] and retaliatory actions by other countries have caused, and may in the future cause, significant disruption and volatility in the financial markets, which could adversely affect the availability, terms and cost of capital, including to refinance our existing debt, and which in turn could reduce our cash flows and harm our business.

We depend on an external supply base for technologies, software (including firmware), preamps, controllers, dynamic random-access memory, components, equipment and [added: other] materials [removed: for use] [added: used] in our product design and manufacturing.

If we are unable to purchase sufficient quantities from our current suppliers or qualify and engage additional suppliers, or if we cannot purchase materials at a reasonable price, we may not be able to meet [added: the] demand for our products.

Trade restrictions (including tariffs, quotas and embargoes), demand from other high-volume industries for materials or components used in our products, disruptions in supplier relationships or shortages in other components and materials used in our customers’ products could result in increased costs to [removed: us or decreased demand for our products,] [added: us,] which could negatively impact our business.

Delays, shortages or cost increases experienced by our suppliers in developing or sourcing materials and components for use in our products or incompatibility or quality issues relating to our [removed: products,] [added: products] could also harm our business.

We conduct our operations [added: primarily] at large, high-volume, purpose-built facilities in California and throughout Asia.

Possible impacts include work and equipment stoppages and damage to or closure of our facilities, or those of our suppliers or [added: customers, for an indefinite period of time.]

Climate change may reduce the availability or increase the cost of certain types of insurance by contributing to an increase in the incidence and severity of certain natural [removed: disasters.][added: disasters and adverse weather events.]

Changes in immigration [removed: policies] [added: laws and regulations, or more robust enforcement of new or existing laws,] may [removed: also] impair our ability to recruit and hire technical and professional talent.

We [removed: experience] [added: have experienced] cybersecurity incidents of varying degrees on our technology infrastructure and information systems and, as a result, unauthorized parties have obtained in the past, and may obtain in the future, access to our computer systems and networks, including cloud-based platforms.

[removed: Cybersecurity] [added: Types of cybersecurity] incidents [removed: can be caused by] [added: include but are not limited to] ransomware, [added: network or] computer denial-of-service attacks, [removed: worms] [added: unauthorized access to] and [removed: other malicious software programs] [added: theft of confidential data,] or other attacks, including the covert introduction of malware to computers and networks, and the use of techniques or processes that change frequently, may be disguised or difficult to detect, or are designed to remain dormant until a triggering event, and may continue undetected for an extended period of time.

Additionally, as AI capabilities continue to evolve and become more readily available, we may face increasingly sophisticated cyberattacks that leverage AI [removed: technologies.]

Separately, the AI technologies that we employ for business purposes may be vulnerable to prompt-injection or other [added: adversarial attacks, which could result in unauthorized access to or leakage of sensitive information.]

When efforts to breach our infrastructure, information systems or products are [removed: successful or we are unable to protect against such attacks,] [added: successful,] we have in the past suffered, and could in the future suffer, interruptions, delays or cessation of operations of our information systems, and loss or misuse of proprietary or confidential information, IP, or sensitive or personal information.

In addition, product defects, product recalls or epidemic failures may cause damage to our reputation or customer relationships, lost revenue, indemnification [added: costs] for a recall of our customers’ products, warranty claims, litigation or loss of market share with our customers, including our OEM and original design manufacturer (“ODM”) customers.

We record an accrual for estimated warranty costs at the time revenue is [removed: recognized.][added: recognized based on certain assumptions.]

We may incur additional expenses if our warranty provisions do not reflect the actual cost of resolving issues related to defects in our [removed: products, whether as a result of a product recall, epidemic failure] [added: products] or [removed: otherwise.][added: if the failure rate is higher than we expected.]

On February 21, 2025, we completed our planned spin-off of our Flash business unit from our remaining HDD business (which we refer to as the Separation), as a result of which Sandisk [added: Corporation (“Sandisk”)] became an independent public company.

[removed: In addition, while] [added: While] the Separation [removed: is] [added: was] intended to be tax-free to our stockholders for U.S. federal income tax purposes, there is no assurance that the Separation will qualify for this treatment.

If we fail to adapt to or implement new technologies (including the transition to areal density recording technologies that use [removed: heat-assisted magnetic recording (“HAMR”)] [added: HAMR] technology to increase HDD capacities), if we fail to quickly and cost-effectively develop new products that meet the specifications and requirements intended or desired by our customers or if technology transitions negatively impact our existing product roadmaps, our business may be harmed.

[removed: Additionally, the] [added: The] impact of generative AI on the storage and data management markets and regulation thereof is still unfolding and could evolve unpredictably, and it [removed: is] [added: could be] difficult to accurately forecast related demands.

[removed: In addition, the] [added: The] success of our technology transitions and product development depends on a number of other factors, including [removed: R&D expenses and results;] difficulties faced in manufacturing ramp; market acceptance/qualification; effective management of inventory levels in line with anticipated product demand; the vertical integration of some of our products, which may result in more capital expenditures and greater fixed costs than if we were not vertically integrated; our ability to cost effectively respond to customer requests for new products or features (including requests for more efficient and efficiently-produced products with reduced environmental impacts) and software associated with our products; our ability to increase our software development capability; and the effectiveness of our go-to-market capability in selling new products.

In addition, if our customers choose to delay transition to new technologies, if demand for the products that we develop is lower than [added: we] expected or if the supporting technologies to implement these new technologies are not available, we may be unable to achieve the cost structure required to support our profit objectives or may be unable to grow or maintain our market position.

[removed: Additionally, new technologies could impact demand for our products in unforeseen or unexpected ways and] [added: Moreover,] new products could substitute for our current products and make them obsolete, each of which would harm our business.

[removed: We participate in a highly competitive] [added: Our] industry [removed: that] is subject to variations in [removed: average selling prices (“ASPs”) and] demand, [removed: technological change] [added: pricing] and [removed: lengthy product qualifications, all of] [added: competitive factors,] which can negatively impact our business.

We [removed: also] experience competition from other companies that produce alternative storage technologies such as flash memory, particularly in our legacy markets where we participate with our lower capacity, smaller form factor HDDs.

The storage market has in the past experienced, and may in the future experience, periods of excess capacity leading to our factories running below the desired utilization levels, resulting in us taking underutilization charges, inventory write-downs and reductions in [removed: ASPs,] [added: average selling prices (“ASPs”),] all of which lead to negative impacts on our revenue and gross margins.

If [added: demand declines for any reason, and/or] we fail to respond to changes in [removed: demand] [added: demand,] in [removed: the distribution market,] [added: Cloud or other key customers,] our business could suffer.

[removed: Some] [added: Further, some] of our competitors offer products that we do not offer, which may allow them to win sales from [removed: us, and some of our customers may be developing storage solutions internally, which may reduce their demand for our products.][added: us.]

Loss of revenue from [removed: the] Cloud [removed: end market] or [removed: a] [added: other] key [removed: customer, or consolidation among our customer base,] [added: customers] could harm our operating results.

[removed: As a result of the Separation, there] [added: There] is [removed: increased] [added: significant] revenue concentration in our Cloud end market and among our top customers.

For the year ended [removed: June 27, 2025,] [added: July 3, 2026,] the Cloud end market accounted for [removed: 88%] [added: 89%] of our [removed: total] [added: net] revenue and our top 10 customers accounted for [removed: 68%] [added: 73%] of our net revenue, with three customers each accounting for 10% or more of [removed: the Company’s] [added: our] net revenue.

Further, government authorities may implement laws or regulations or take other actions that could result in significant changes to the business or operating models of our [added: key] customers.

[removed: Such changes] [added: Any of these events] could negatively impact our operating results.

As it evolves, our hyperscale customers could lower their investment in AI infrastructure.

Additionally, new technologies could impact demand for our products in unforeseen or unexpected ways.

For example, if a shift away from Cloud and toward on-premises hardware diminishes the need for large-scale data center infrastructure, demand

for our storage products could decline, and prior investments we have made in anticipation of storage demand may not generate the returns we expect.

Further, new techniques to optimize data storage and usage could have an adverse impact on data growth.

We may also experience changes to our customer base, such as a greater portion of our business shifting to neocloud and other customers.

Long-term agreements expose us to certain execution, financial, and market risks, which could be significant.

We have entered into long-term agreements with certain customers that commit us to deliver and our customers to purchase substantial volumes of products over multi-quarter or multi-year periods.

These agreements also generally commit us to sell agreed volumes to these customers at predetermined or formula-based prices for the duration of the contract terms.

As a result, we may be obligated to continue selling products to these customers even when demand from other customers, prevailing market prices, or other sales opportunities would be more favorable to us, and we may be unable to take full advantage of periods of rising prices, increased demand, or supply shortages.

If market prices for our products increase above the prices set under these agreements, or if higher-margin or otherwise more attractive alternatives become available, our commitments under these agreements could prevent us from realizing the benefit of those conditions, which could result in significant opportunity costs and could have a material adverse effect on our results of operations and financial condition.

Our ability to fulfill our obligations under these agreements depends on a number of factors, including our manufacturing capacity, production yields, supply chain performance, and the availability of raw materials and other critical inputs.

There can be no assurance that we will be able to perform these contractual obligations throughout the contract terms without disruption or shortfall.

If we are unable to deliver products in the quantities, at the times, or meeting the specifications required under these agreements, we may be subject to pricing or volume reductions, contractual damages, other financial losses, or early termination.

Any failure to perform could harm our customer relationships, damage our reputation, and have a material adverse effect on our results of operations and financial condition.

If a customer were to breach its purchase obligations, including by failing to meet its purchase commitments, or if a customer were to terminate the agreement due to our material breach of supply commitments, we may need to find alternative customers for any affected product volumes.

Depending on market conditions at the time, we may be unable to resell those products at comparable prices, or at all, which could result in reduced revenue, lower margins, excess inventory, or manufacturing underutilization or asset impairment charges, and could have a material adverse effect on our business, results of operations, and financial condition.

Each agreement provides for certain remedies designed to protect us if the customer fails to perform its purchase obligations.

In such event, these contractual remedies are expected to offset at least some portion of revenue that may be lost due to the customer’s failure to perform, but they may not fully offset such lost revenue depending on the reason for such nonperformance, our ability to recover in any action and other factors.

Any enforcement of these contractual remedies by us could be costly and time-consuming and could adversely affect our customer relationships.

If we are unable or unsuccessful in enforcing or if we choose not to enforce any contractual remedy in the event of a customer’s failure to perform its purchase obligations, we may experience consequences that could have a material adverse effect on our business and results of operations.

In addition, we cannot be sure that these actions will be as successful in reducing

MACROECONOMIC AND INDUSTRY RISKS

In addition, armed conflicts and heightened geopolitical tensions can result in sanctions, export controls, tariffs and other trade restrictions, limit or restrict our ability to access certain markets and disrupt critical logistics networks, including air and ocean freight routes.

For example, the escalation of the conflict involving Iran and heightened tensions in the Middle East could cause disruption to critical logistics and supply routes, which could affect the availability and cost of materials used in our business.

Additionally, China has imposed export restrictions on rare earth minerals and related materials critical to semiconductor and hard drive manufacturing.

These developments have increased, and could further increase, costs for, or limit the availability of, energy, rare earth minerals, materials, components and transportation, constrain manufacturing capacity and may require us to redesign products or reconfigure aspects of our global supply chain.

Geopolitical instability may also elevate cybersecurity risks, including state-sponsored attacks, which could disrupt our operations or those of our suppliers, customers or partners, and further adversely affect demand for our products.

Our revenue growth is significantly dependent on the growth of international markets, and we are subject to risks that could harm our business associated with our global manufacturing operations, global sales efforts and our utilization of contract manufacturers.

requirements (including encryption and other technology), trade wars, tariffs and complex customs regulations; difficulties in managing international operations, including appropriate internal controls; and fluctuations in financial markets and interruptions to supply chains from public health crises.

Changes to U.S. trade policy, in particular with regard to tariffs, have caused substantial market uncertainty and, in certain cases, retaliatory measures by trading partners.

Consolidation among our

Losses not covered by insurance may be significant, which could materially harm our results of operations and financial condition.

We may be adversely affected by the risks, challenges, and evolving regulatory landscape associated with the use of AI in our operations, product development, and business practices.

We are increasingly leveraging AI technologies, including generative AI applications and tools, to support and enhance our various operational processes.

While AI may promote efficiency and offer analytical advantages, it is complex and rapidly-changing, and its implementation carries inherent risks.

Implementation of AI technologies can be costly and time-consuming, and the effectiveness or potential benefits of such technologies may vary depending on use case, integration, and oversight.

The incorporation of AI algorithms or training methodologies into our operations or decision-making processes may result in flawed, irrelevant, insufficient, inaccurate, biased or non-compliant outputs, potentially impacting our strategic choices, operational effectiveness, and regulatory compliance.

These inaccuracies can arise from limitations in training data, algorithmic design, or unintended consequences of machine learning models.

Actual or perceived deficiencies, failures or misuse in our implementation or use of AI could result in competitive disadvantages, operational inefficiencies, regulatory action, legal liability, brand or reputational harm, and negative financial results.

Our revenue growth is significantly dependent on the growth of international markets, and we may face challenges in international sales markets.

For example, the United States has announced changes to its trade policies, including increasing tariffs on imports, in some cases significantly.

These actions have caused substantial uncertainty and have also resulted in retaliatory measures on U.S. goods and exports to the United States.

customers, for an indefinite period of time.

adversarial attacks, which could result in unauthorized access to or leakage of sensitive information.

BUSINESS AND STRATEGIC RISKS

We are subject to risks related to the separation of Sandisk, our former Flash business, into an independent public company.

There can be no assurance that the anticipated benefits of the Separation will be realized, or that the costs or dis-synergies of the Separation (including costs of related restructuring transactions) will not exceed the anticipated amounts, in each case in the monetary or other amounts or within the timeframes that were anticipated.

The Separation has and may continue to impose challenges on us and our business, such as potential business disruption; the diversion of management time on matters relating to the Separation; the impact on our ability to retain talent; and potential impacts on our relationships with our customers, suppliers, employees,

and other counterparties.

In addition, following the Separation, we are a smaller and less diversified company, which could make us more vulnerable to changing market conditions.

In connection with the Separation, we and Sandisk entered into various agreements to effect the Separation and provide for the temporary framework of the relationship between us and Sandisk following the Separation, including, among others, a separation and distribution agreement, a tax matters agreement, and a transition services agreement.

Performance under these agreements or other related conditions outside of our control could materially affect our operations and future financial results.

We retained an equity interest in Sandisk in connection with the Separation, of which we divested a portion in June 2025 in a debt-for-equity exchange.

As of June 27, 2025, we retain approximately 7 million shares of common stock in Sandisk.

We cannot predict the trading price of shares of Sandisk’s common stock and the market value of the Sandisk shares is subject to market volatility and other factors outside of our control.

We expect to monetize our remaining stake in Sandisk within one year from the Separation Date, but there can be no assurance regarding the timing of, or timeframe over which, such divestiture or divestitures may occur, or the amount of proceeds received by us in connection with any such divestitures.

Demand for our devices, software and solutions, which we refer to in this Item 1A as our “products”, depends in large part on the demand for systems manufactured by our customers and on storage upgrades to existing systems.

The demand for systems has been volatile in the past and often has had an exaggerated effect on the demand for our products in any given period.

Flash-based solutions also target our larger addressable market, i.e., Cloud.

We also face significant competition in the distribution channel (in which our distribution customers sell to small computer manufacturers, dealers, systems integrators and other resellers, as well as to Cloud customers in some cases) as a result of limited product qualification programs and a significant focus on price and availability of product.

Additionally, if the distribution market weakens as a result of technology transitions or a significant change in consumer buying preference, or if we experience significant price declines due to demand changes in the distribution channel, our operating results would be negatively impacted.

Negative changes in the creditworthiness or the ability to access credit, or the bankruptcy or shutdown of any of our significant retail or distribution partners would harm our revenue and our ability to collect outstanding receivable balances.

Further, our competitors may utilize pricing strategies, including offering products at prices at or below cost, that we may be unable to competitively match.

If we fail to respond to changes in demand in the Cloud and hyperscale data center markets, our business could suffer.

In addition, our customers have a variety of suppliers to choose from and therefore can make substantial demands on us, including demands on product pricing, contractual terms and the environmental impact and attributes of our products, often resulting in the allocation of risk or increased costs to us as the supplier.

These events have impacted, and may in the future impact, our operating results and financial condition.

Also, the storage ecosystem is constantly evolving, and our traditional customer base is changing.

Fewer companies now hold greater market share for certain applications and services, such as cloud storage and computing platforms, mobile, social media, shopping and streaming media.

As a result, the competitive landscape is changing, giving these companies increased leverage in negotiating prices and other terms of sale, which could negatively impact our profitability.

In addition, the changes in our evolving customer base create new selling and distribution patterns to which we must adapt.

Further, while most of our revenue is derived from customers with whom we have long-term agreements and from whom we require firm order commitments, a smaller number of our other customers utilize just-in-time inventory; from these customers, we do not generally require firm order commitments and instead receive a periodic forecast of requirements, which may prove to be inaccurate.

As forecasting demand remains difficult, the risk that our forecasts are not in line with demand persists.

For example, in 2024 and 2023, we incurred $155 million and $201 million of charges for unabsorbed manufacturing overhead costs as a result of the reduced utilization of our manufacturing capacity, respectively.

These charges were attributable to a significant imbalance of supply and demand and our actions taken in response thereto.

Our strategic relationships are subject to additional risks that could harm our business, including, but not limited to, the following: failure by our strategic partners to comply with applicable laws or employ effective internal controls; difficulties and

Our ability to meet our debt service obligations, comply with our debt covenants and deleverage depends on our cash flows and financial performance, which are affected by financial, business, economic and other factors.

The rate at which we will be able to or choose to deleverage is uncertain.

Failure to meet our debt service obligations or comply with our debt covenants could result in an event of default under the applicable indebtedness.

We may be unable to cure, or obtain a waiver of, an event of default or otherwise amend our debt agreements to prevent an event of default thereunder on terms acceptable to us or at all.

We are a leading developer, manufacturer, and provider of data storage devices and solutions based on [removed: hard disk drive (“HDD”)] [added: HDD] technology.

HDDs are critical components [removed: in] [added: of] the [removed: worldwide] [added: global] data infrastructure [removed: market, powering] [added: market and play an essential role in enabling] the [removed: digital] [added: AI-driven data] economy.

[removed: HDDs] [added: They] provide reliable, cost-effective, high-capacity storage [removed: needs] for a [removed: wide] [added: broad] range of applications, [removed: ranging from] [added: including] cloud data centers, enterprise storage systems, edge computing, [removed: video surveillance to] [added: smart video,] client and [removed: consumer.][added: consumer devices.]

Our broad portfolio of technology and [removed: products] [added: products, sold under the Western Digital® and WD® brands,] addresses our customers’ storage needs through multiple end markets: “Cloud,” “Client” and “Consumer”.

Cloud is [added: our largest and fastest growing end market] comprised primarily of products for public or private cloud environments and enterprise customers.

Through the Client end market, we provide our [removed: original equipment manufacturer (“OEM”)] [added: OEM] and channel customers a broad array of high-performance HDD solutions across desktop and notebooks.

Fiscal year 2026, [removed: ending] [added: which ended] on July 3, [removed: 2026 will be] [added: 2026,] comprised [removed: of] 53 weeks, with the first quarter consisting of 14 [added: weeks and the remaining quarters consisting of 13] weeks.

Fiscal years [removed: 2025, 2024,] [added: 2025] and [removed: 2023,] [added: 2024,] which ended on June 27, [removed: 2025,] [added: 2025 and] June 28, 2024, [removed: and June 30, 2023,] respectively, each comprised 52 weeks, with all quarters presented consisting of 13 weeks.

*Separation of Business [removed: Units*][added: Units and Monetization of Sandisk Shares*]

[removed: On] [added: In the previous fiscal year, on] February 21, [removed: 2025 (the “Separation Date”),] [added: 2025,] we completed the [removed: separation of our HDD and Flash business units (the “Separation”)] [added: Separation] to create two independent public companies, with [removed: Western Digital focusing on] [added: WD continuing] our existing HDD business and [removed: Sandisk Corporation (“Sandisk”),] [added: Sandisk,] formerly a wholly-owned subsidiary of the Company, [removed: holding] [added: operating] the Flash business.

We believe the Separation [added: has] better [removed: positions each business unit to] [added: positioned us as a pure-play HDD company that can] execute innovative technology and product development, capitalize on unique growth opportunities, extend [removed: respective] [added: our] leadership [removed: positions,] [added: position,] operate more [removed: efficiently with distinct capital structures,] [added: efficiently,] and pursue capital allocation strategies [removed: that] [added: to] maximize long-term shareholder value.

As part of the Separation, [removed: the Company] [added: we initially] retained 28.8 million shares of Sandisk common [removed: stock, or a 19.9% stake.][added: stock.]

[removed: During the quarter ended] [added: In] June [removed: 27,] 2025, [removed: the Company disposed of] [added: we used] 21.3 million shares of Sandisk common [removed: stock, along with $4 million in cash,] [added: stock] in a tax-free exchange [removed: for] [added: to reduce approximately] $800 million [added: in] principal amount of [removed: the Company’s] [added: our] term loan [removed: A-3.][added: A-3 (the “Term Loan A-3”).]

See Part II, Item 8, Note [removed: 3,] [added: 4,] *Discontinued Operations*, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information regarding the Separation.

For additional [removed: information, please] [added: information on our litigation matters,] see Part [removed: I,] [added: II,] Item [removed: 1A, *Risk Factors*,] [added: 8, Note 16, *Legal Proceedings*, of the Notes to Consolidated Financial Statements] included in this Annual Report on Form 10-K.

[removed: We have] [added: In addition to the actions] taken [added: to monetize our initial retained interest in shares of Sandisk, as noted above, we have continued to take] significant actions to deleverage our [removed: business] [added: business, reduce dilution] and [removed: to initiate programs to] return capital to our investors.

[removed: On April 29, 2025,] [added: During] our [added: previous fiscal year, our] Board of Directors authorized the adoption of a quarterly cash dividend program.

During the year ended [removed: June 27, 2025,] [added: July 3, 2026,] we paid [added: aggregate] cash dividends of [removed: $0.10] [added: $0.50] per share of our outstanding common stock, totaling [removed: $36] [added: $174] million, [removed: including payment] [added: plus $2 million paid] to holders of our [removed: Series A] [added: then-outstanding] Preferred [removed: Stock] [added: Shares] in accordance with their participation rights.

Subsequent to year-end, on [removed: July 29, 2025,] [added: August 4, 2026,] our Board of Directors declared a cash dividend of [removed: $0.10] [added: $0.15] per share of our common stock, which will be paid on September [removed: 18, 2025] [added: 17, 2026] to our shareholders of record as of the close of business on September [removed: 4, 2025.][added: 8, 2026.]

[removed: On May 9, 2025,] [added: During] our [added: previous fiscal year, our] Board of Directors authorized a [removed: share repurchase program] [added: Share Repurchase Program] for the repurchase of up to $2.0 billion of our common [added: stock, and in February 2026, our Board of Directors authorized the repurchase of up to an additional $4.0 billion of our common] stock.

[removed: For] [added: During] the year ended [removed: June 27, 2025,] [added: July 3, 2026,] we repurchased [removed: 2.8] [added: 14.7] million shares for a total cost of [removed: $149 million.][added: $2.59 billion.]

We expect [removed: share repurchases] [added: shares repurchased under the Share Repurchase Program] to be funded [removed: principally] [added: primarily] by operating cash flows.

Information regarding our indebtedness, including the principal repayment terms, interest rates, covenants and other key terms of our outstanding indebtedness, and additional information on the terms of our [removed: convertible preferred shares] [added: Preferred Shares] is included in Part II, Item 8, Note [removed: 8,] [added: 7,] *Debt*, and Note [removed: 12,] [added: 13,] *Shareholders’ Equity and Convertible Preferred Stock*, of the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.

[removed: Additional] [added: For additional] information regarding [removed: these settlements and related] [added: Income] tax [removed: matters is provided in] [added: expense (benefit), see] Part II, Item 8, Note [removed: 13,] [added: 9,] *Income Taxes*, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

*Summary Comparison of [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023*][added: 2024*]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2025] [added: 2026] | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | |

| Revenue, net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 9,520] [added: 12,919] | | | | | 100.0 | | % | | | | $ | [removed: 6,317] [added: 9,520] | | | | | 100.0 | | % | | | | | | | | | | $ | [removed: 6,255] [added: 6,317] | | | | | 100.0 | | % |

| Cost of revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 5,828] [added: 6,608] | | | | | | [removed: 61.2] [added: 51.1] | | | | | | [removed: 4,544] [added: 5,828] | | | | | | [removed: 71.9] [added: 61.2] | | | | | | | | | | | | [removed: 4,864] [added: 4,544] | | | | | | [removed: 77.8] [added: 71.9] | | |

| Gross profit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 3,692] [added: 6,311] | | | | | | [removed: 38.8] [added: 48.9] | | | | | | [removed: 1,773] [added: 3,692] | | | | | | [removed: 28.1] [added: 38.8] | | | | | | | | | | | | [removed: 1,391] [added: 1,773] | | | | | | [removed: 22.2] [added: 28.1] | | |

| Research and development | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 994] [added: 1,161] | | | | | | [removed: 10.4] [added: 9.0] | | | | | | [removed: 950] [added: 994] | | | | | | [removed: 15.0] [added: 10.4] | | | | | | | | | | | | [removed: 986] [added: 950] | | | | | | [removed: 15.8] [added: 15.0] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 568] [added: 551] | | | | | | [removed: 6.0] [added: 4.3] | | | | | | [removed: 726] [added: 568] | | | | | | [removed: 11.5] [added: 6.0] | | | | | | | | | | | | [removed: 807] [added: 726] | | | | | | [removed: 12.9] [added: 11.5] | | |

| Litigation matter | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: (198)] [added: —] | | | | | | [removed: (2.1)] [added: —] | | | | | | [removed: 291] [added: (198)] | | | | | | [removed: 4.6] [added: (2.1)] | | | | | | | | | | | | [removed: —] [added: 291] | | | | | | [removed: —] [added: 4.6] | | |

| Business realignment charges [added: (credits)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: (6)] [added: 146] | | | | | | [removed: (0.1)] [added: 1.1] | | | | | | [removed: 209] [added: (6)] | | | | | | [removed: 3.3] [added: (0.1)] | | | | | | | | | | | | [removed: 146] [added: 209] | | | | | | [removed: 2.3] [added: 3.3] | | |

| Total operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,358] [added: 1,858] | | | | | | [removed: 14.3] [added: 14.4] | | | | | | [removed: 2,176] [added: 1,358] | | | | | | [removed: 34.4] [added: 14.3] | | | | | | | | | | | | [removed: 1,939] [added: 2,176] | | | | | | [removed: 31.0] [added: 34.4] | | |

| Operating income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2,334] [added: 4,453] | | | | | | [removed: 24.5] [added: 34.5] | | | | | | [removed: (403)] [added: 2,334] | | | | | | [removed: (6.4)] [added: 24.5] | | | | | | | | | | | | [removed: (548)] [added: (403)] | | | | | | [removed: (8.8)] [added: (6.4)] | | |

| Interest and other [removed: income:] [added: income (expense):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 45] [added: 51] | | | | | | [removed: 0.5] [added: 0.4] | | | | | | [removed: 33] [added: 45] | | | | | | 0.5 | | | | | | | | | | | | [removed: 19] [added: 33] | | | | | | [removed: 0.3] [added: 0.5] | | |

| Interest expense | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: (357)] [added: (165)] | | | | | | [removed: (3.8)] [added: (1.3)] | | | | | | [removed: (414)] [added: (357)] | | | | | | [removed: (6.6)] [added: (3.8)] | | | | | | | | | | | | [removed: (310)] [added: (414)] | | | | | | [removed: (5.0)] [added: (6.6)] | | |

| [removed: Loss] [added: Gain (loss)] on retained interest in Sandisk | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: (772)] [added: 6,498] | | | | | | [removed: (8.1)] [added: 50.3] | | | | | | [removed: —] [added: (772)] | | | | | | [removed: —] [added: (8.1)] | | | | | | | | | | | | — | | | | | | — | | |

| Other income (expense), net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: (20)] [added: (25)] | | | | | | (0.2) | | | | | | [removed: 45] [added: (20)] | | | | | | [removed: 0.7] [added: (0.2)] | | | | | | | | | | | | [removed: (10)] [added: 45] | | | | | | [removed: (0.2)] [added: 0.7] | | |

The Consumer end market offers a comprehensive portfolio of HDD external storage products that we offer globally through our retail and channel partners.

*Market Conditions and Outlook*

The increasing long-term demand for data storage in the cloud is benefiting our HDD business.

The adoption of AI and workloads driven by hybrid data are propelling growth in data storage as well.

This creates an accelerated demand for higher-capacity drives, which have greater manufacturing complexity and longer production lead times.

In response, customers are partnering with us earlier to support their future growth requirements and are extending the duration of their commercial arrangements, which improves our long-term visibility of demand.

In February 2026, we executed a series of transactions pursuant to which we used 5.8 million shares of Sandisk common stock to further reduce our debt and fully redeem our previously outstanding 4.75% senior unsecured notes due 2026, 2.85% senior notes due 2029, 3.10% senior notes due 2032 and Term Loan A-3 through a tax-free exchange.

In the fourth quarter of 2026, we completed two separate equity-for-equity exchanges, which used our remaining 1.7 million shares of Sandisk common stock to acquire 4.8 million shares of our common stock, thereby reducing our share count.

As of July 3, 2026, we no longer held shares of Sandisk common stock.

In February 2026, we converted all remaining outstanding shares of our Preferred Shares, in accordance with their terms, into 7 million shares of our common stock.

In June 2026, we fully settled the conversion obligation on $32 million in aggregate principal amount of our 2028 Convertible Notes that were tendered in March 2026 (the “Tendered Notes”).

We used $32 million of cash to settle the principal amount of the Tendered Notes, as required by the indenture, and elected to use an additional $328 million of cash to settle the conversion premium instead of settling the premium with 0.8 million shares of our common stock.

Also in June 2026, we entered into separate, privately negotiated exchange agreements with certain holders of $858 million in aggregate principal of our 2028 Convertible Notes.

Pursuant to these agreements, we fully settled the obligation for $860 million in cash (which reflected principal amount and a small inducement cost) and 21.3 million shares of our common stock.

As of July 3, 2026, we had $3.26 billion available for repurchases under the Share Repurchase Program.

During the year ended July 3, 2026, our repurchases under our Share Repurchase Program and our election to settle the conversion premium on the Tendered Notes in cash, instead of shares of common stock, aggregated $2.92 billion, which resulted in an effective impact to our outstanding shares of common stock of approximately 15.5 million shares.

| Costs in connection with debt-for-equity exchange | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (545) | | | | | | (4.2) | | | | | | (100) | | | | | | (1.1) | | | | | | | | | | | | — | | | | | | — | | |

| Costs in connection with convertible notes transactions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (108) | | | | | | (0.8) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |

| Costs in connection with equity-for-equity exchanges | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (254) | | | | | | (2.0) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |

| Total net revenue | | | | | | | | | | | | | | | $ | 12,919 | | | | | $ | 9,520 | | | | | $ | 6,317 | |

(1) Net revenue is attributed to geographic regions based on the ship-to location of the customer.

Net revenue increased by 36% in 2026 compared to 2025, primarily driven by a 25% increase in exabytes sold and an 8% increase in ASPs per exabyte, both of which were driven by strong demand across all of our end markets.

Cloud revenue, representing 89% of total net revenue, increased by 38% in 2026 compared to 2025, driven by a 27% increase in exabytes sold and an 8% increase in ASPs per exabyte.

The increase in ASPs per exabyte was due to an improved pricing environment.

Client revenue, representing 6% of total net revenue, increased by 31% in 2026 compared to 2025, driven by a 3% increase in exabytes sold and a 26% increase in ASPs per exabyte.

The increase in exabytes sold and ASPs per exabyte were driven by dynamics largely consistent with our other end markets.

Consumer revenue, representing 5% of total net revenue, increased by 13% in 2026 compared to 2025, driven by a 1% increase in exabytes sold and a 12% increase in ASPs per exabyte.

The increase in exabytes sold and ASPs per exabyte were driven by dynamics largely consistent with our other end markets.

For 2026, three customers accounted for 16%, 15%, and 13%, respectively, of our net revenue.

The increase was largely due to an increased volume of shipments, a better cost structure on our newer generation products, a mix shift towards higher capacity drives and improved pricing.

Gross margin increased 10.1 percentage points in 2026 compared to 2025.

The shift toward higher capacity drives has benefited gross margin through both a better cost structure and improved pricing.

R&D expense increased by $167 million or 17% in 2026 compared to 2025.

This increase was attributable to $70 million of incremental product development related costs as we continue to execute on our innovative technology and product roadmap, along with $75 million of higher compensation-related costs, reflecting increased headcount and variable compensation aligned with our improved financial performance during the current year.

Selling, general and administrative expense decreased by $17 million or 3% in 2026 compared to 2025, as 2025 included higher costs associated with the final planning and execution of the Separation, including transitional personnel costs and higher outside service fees.

Total interest and other income (expense), net changed by $6.66 billion or 553% in 2026 compared to 2025.

The change primarily reflects a mark-to-market gain on our retained interest in Sandisk of $6.50 billion in the current year compared to a loss of $772 million in the prior year.

The change also reflects $545 million of costs incurred in connection with our debt-for-equity exchange in the current year compared to $100 million in the prior year, $254 million of costs in connection with our equity-for-equity exchanges and $108 million of costs in connection with our convertible notes transactions in the current year, as well as lower interest expense of $192 million, which reflects the reduction in our debt levels.

These resulted in decreases to the Company’s effective tax rate below the U.S. Federal statutory rate.

The Company’s income tax provision for 2026 includes Global Minimum Tax (“GMT”) for Malaysia as well as Thailand, a country for which the Company maintains a tax holiday.

We leverage our capability in the HDD industry primarily for the cloud and hyperscale data center markets.

The Consumer end market provides a broad range of retail and other end-user products, which capitalize on the strength of our product brand recognition and vast points of presence around the world.

The Separation was effected through a pro rata distribution of 80.1% of the outstanding shares of Sandisk common stock to holders of the Company’s common stock as of February 12, 2025, the record date for the distribution.

The Company did not issue fractional shares of Sandisk common stock in connection with the distribution.

Sandisk is now an independent public company, and Sandisk common stock commenced trading “regular way” under the symbol “SNDK” on the Nasdaq Stock Market LLC (“Nasdaq”) on February 24, 2025, which was the next trading day following the distribution date.

The Company continues to trade on Nasdaq under the symbol “WDC” following the Separation.

Following the Separation, the Company no longer consolidates Sandisk within the Company’s financial results.

The Company expects to monetize its remaining stake in Sandisk within one year from the Separation Date.

*Macroeconomic Conditions*

The United States has recently announced changes to its trade policy, including increasing tariffs on imports, in some cases significantly.

Several of these recent tariff actions have been followed by announcements of limited exemptions and temporary pauses.

These actions have caused substantial uncertainty and have also resulted in retaliatory measures on U.S. goods.

Our business and results of operations were not materially impacted in fiscal 2025 as a result of the recent tariff actions.

We are actively monitoring developments and plan to leverage tariff exemptions where possible and will take other actions as appropriate to offset any resulting increase in the cost of importing our products or the costs for materials or components in our products, including optimizing our supply chain, sourcing from alternative suppliers, or passing the costs to our customers through tariff surcharges, or increased prices.

There can be no assurance that we will be able to successfully offset or mitigate any resulting increase in our costs.

In addition, the impact of the tariff actions on our customers, retaliatory measures by other countries in response to U.S. trade policy and any resulting decline in consumer confidence, significant inflation and diminished expectations for the economy could reduce demand for our products and adversely affect our business, financial condition and results of operations.

*Operational Update*

In fiscal 2025, we saw an improvement in the supply and demand dynamic relative to the prior year, and we anticipate that digital transformation, including the AI data-cycle, will drive improved market conditions in the long term.

However, macroeconomic factors such as tariffs, inflation, changes in interest rates, and recession concerns can affect demand for our products.

As an example, in fiscal 2024, we and our industry experienced a supply-demand imbalance, which led to reduced shipments, negatively impacted pricing, and resulted in business realignment charges and charges for unabsorbed manufacturing overhead costs due to the underutilization of facilities as we temporarily scaled back production and took other actions to align our operations to the market at the time.

We will continue to actively monitor developments impacting our business and may take future responsive actions that we determine to be in the best interest of our business and stakeholders.

In February 2025, in connection with the Separation, we amended the loan agreement governing our revolving credit facility maturing in January 2027 (the “2027 Revolving Credit Facility”) and Term Loan Facility (as defined below), dated as of January 7, 2022 (as amended, the “Loan Agreement”) to, among other changes, permit the Separation, provide for the issuance of a new $2.51 billion Term Loan A-3 maturing in January 2027 (the “Term Loan A-3”) in a noncash exchange to replace our previously existing Term Loan A-2 (the “Term Loan A-2” and, together with the Term Loan A-3, the “Term Loan Facility”); facilitate a subsequent exchange of a portion of the Term Loan A-3 for shares of Sandisk retained by us at the Separation; and reduce the aggregate commitments under the 2027 Revolving Credit Facility from $2.25 billion to $1.25 billion.

In April 2025, we redeemed, at our election, $1.80 billion aggregate principal amount of our 4.75% senior unsecured notes due 2026 (the “2026 Notes”) at par plus accrued interest.

In June 2025, we settled $800 million principal amount of our Term Loan A-3 through an exchange of 21.3 million shares of Sandisk common stock held by us and $4 million in cash paid by us.

These actions, along with scheduled principal payments made on our term loans, reduced the principal amount of our debt by $2.78 billion during fiscal 2025.

Under the cash dividend program, holders of our common stock will receive dividends when and as declared by our Board of Directors.

The remaining amount available to be repurchased under our share repurchase program as of June 27, 2025 was $1.85 billion.

*Tax Resolution*

As previously disclosed, we had reached a final agreement with the U.S. Internal Revenue Service (the “IRS”) and received notices of deficiency with respect to years 2008 through 2012, and in February 2024, we also reached a final agreement for resolving the notices of proposed adjustments with respect to years 2013 through 2015.

During the year ended June 27, 2025, we made payments aggregating to $162 million for tax and interest with respect to years 2008 through 2015 and have no remaining liability as of June 27, 2025 related to all years from 2008 through 2015.

| Loss on extinguishment of debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (100) | | | | | | (1.1) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |

| Exabytes shipped | | | | | | | | | | | | | | | 696 | | | | | | 443 | | | | | | 412 | | |

Net revenue increased by 51% in 2025 compared to 2024, primarily driven by a 29% increase in average selling price per unit as a result of a shift in product mix to higher capacity drives.

The increase was also driven by a 15% increase in units sold as a result of higher shipments of our high-capacity enterprise products stemming from data center expansions.

Cloud revenue increased by 65% in 2025 compared to 2024, primarily driven by a 36% increase in units sold and a 20% increase in average selling price per unit.

The increase in average selling price per unit was primarily due to a shift in product mix to higher capacity drives.

Client revenue decreased by 4% in 2025 compared to 2024, primarily driven by a 16% decrease in units sold, reflecting lower demand in the market, partially offset by a 14% increase in average selling price per unit as a result of a shift in product mix to higher capacity drives.

Consumer revenue decreased by 9% in 2025 compared to 2024, primarily driven by a 14% decrease in units sold, reflecting lower demand in the market, partially offset by a 5% increase in average selling price per unit as a result of a shift in product mix to higher capacity drives.

Net revenue increased by 1% in 2024 compared to 2023, primarily driven by a 25% increase in average selling price per unit as a result of a shift in product mix to higher capacity drives, partially offset by a 13% decrease in units sold reflecting lower demand in the market.

The increase was offset by approximately 7 percentage points due to a decline in data storage systems revenues resulting from weakness in the market.

For additional information, see Part II, Item 8, Note 6, *Fair Value Measurements and Investments,* [removed: and Note 7, *Derivative Instruments and Hedging Activities*,] of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

We have performed sensitivity analyses for [removed: 2025] [added: 2026] using a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in the levels of foreign currency exchange rates relative to the U.S. dollar, with all other variables held constant.

The foreign currency exchange rates used in performing the sensitivity analyses were based on market rates in effect at [removed: June 27, 2025.][added: July 3, 2026.]

The sensitivity analyses indicated that a hypothetical 10% adverse movement in foreign currency exchange rates relative to the U.S. dollar would result in a foreign exchange fair value loss of [removed: $75] [added: $74] million at [removed: June 27, 2025.][added: July 3, 2026.]

During [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] total net realized and unrealized transaction and foreign exchange contract currency gains and losses were not material to our Consolidated Financial Statements.

[removed: *Variable Interest] [added: *Interest] Rate Risk*

We have [removed: generally] [added: historically] held a balance of fixed and variable rate debt.

As of [removed: June 27, 2025,] [added: July 3, 2026,] our variable rate debt outstanding consisted of [added: borrowings under] our [removed: Term Loan A-3,] [added: Revolving Credit Facility,] which [removed: is] [added: are] based on [removed: various] index rates as discussed further in Note [removed: 8,] [added: 7,] *Debt*, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

As of [removed: June 27, 2025,] [added: July 3, 2026,] the outstanding balance on our [removed: Term Loan A-3] [added: Revolving Credit Facility] was [removed: $1.65 billion,] [added: $350 million,] and a 1% increase in the variable rate of interest would increase annual interest expense by [removed: $16] [added: $4] million.

HDDs are critical components in the worldwide data infrastructure market, powering the [added: AI-driven] digital economy.

HDDs provide reliable, cost-effective, high-capacity storage needs for a wide range of applications, ranging from cloud data centers, enterprise storage systems, edge computing, and [added: smart] video [removed: surveillance] to client and consumer devices.

With much of the world’s data stored on Western Digital products, our innovation [removed: powers] [added: helps drive] the global [added: storage] technology [removed: ecosystem —] [added: ecosystem,] anchored in the cloud, and extending from consumer devices to the [removed: edge — enabling the data-driven future, including AI and emerging applications.][added: edge.]

Our broad portfolio of technology and [removed: products] [added: products, sold under the Western Digital® and WD® brands,] addresses our customers’ storage needs through multiple end markets: “Cloud,” “Client” and [removed: “Consumer” and is comprised of the Western Digital® and WD® brands.][added: “Consumer”.]

Cloud represents [removed: a large] [added: our largest] and [added: fastest] growing end market comprised primarily of products for public or private cloud environments and enterprise customers.

We provide the Cloud end market with an array of high-capacity enterprise [removed: HDDs and platforms.][added: HDDs.]

Our [removed: capacity] [added: high-capacity] enterprise HDDs address growing storage demands with high reliability, easy scalability, and lower time to value for our customers — all while delivering a low total cost of ownership for cloud data center and smart video system markets.

We have also built strong consumer brand recognition with tools to [added: help individuals] manage vast libraries of personal content and to push the limits of what is possible for storage.

We serve the Consumer end market with a portfolio of HDD external storage products [removed: and our vast presence around the world] [added: that we offer globally] through our retail and channel [removed: routes to market.][added: partners.]

From the intelligent edge to the cloud, data storage is [added: not just foundational to AI, but also] a fundamental component underpinning [removed: the] global technology architecture.

Our strengths in innovation, areal density and cost leadership provide a foundation upon which we are solidifying our position as an essential building block of the [removed: digital] [added: AI-driven data] economy.

We believe HDDs provide a sustainable total cost of ownership [removed: (TCO)] advantage to our cloud customers to meet their storage needs.

We have a wide range of intellectual property (“IP”) assets, including patent portfolios containing approximately [removed: 4,500] [added: 4,700] active patents, covering groundbreaking data storage technologies, magnetic recording and other technology building blocks.

Our multi-year product roadmap for high-capacity HDDs, which include ePMR, OptiNAND, [removed: UltraSMR] [added: UltraSMR, heat-assisted magnetic recording (“HAMR”)] and triple stage actuators to deliver a cutting-edge portfolio of drives, in commercial volumes, at a wide variety of capacity points, puts Western Digital in a strong position to capitalize on the opportunities presented by the large and growing storage markets.

We believe we are well-positioned in [removed: our] [added: a] competitive industry with our leading product portfolio, differentiated innovation engine, global manufacturing footprint, and leadership in driving areal density and cost efficiency.

Our [removed: overall strategy focuses on leadership, innovation and execution, with a] goal [removed: of furthering Western Digital] [added: is to further WD] as an industry-leading and broad-based developer, manufacturer and provider of [added: advanced technology] storage devices and solutions that support [added: and enable] the [removed: infrastructure that has enabled a] proliferation of data.

Our strategy reflects the following foundational elements: (1) Enhanced customer focus for driving greater customer advocacy and deeper customer [removed: engagement,] [added: engagement across our current and future addressable markets,] (2) Product and technology leadership for realizing the best total cost of ownership through disciplined product [removed: management,] [added: management and for enabling innovation in new product categories,] (3) Rigorous financial discipline by having a clear capital allocation strategy, ambitious financial targets and prudent capital investment, (4) Operational excellence for driving best-in-class cost to achieve industry-leading margin profiles with strong execution, (5) Innovation and growth for creating new products and applications and identifying new market opportunities, and (6) High performance teams with the skill sets to meet go-forward business needs.

We have approximately [removed: 4,500] [added: 4,700] active patents worldwide and have many patent applications in process.

We strive to maintain manufacturing flexibility, [added: achieve] high manufacturing yields, [added: and produce] reliable products and high-quality components.

HDD consists primarily of recording heads, magnetic media, controllers and firmware and [removed: a] printed circuit board assembly.

[added: As a result,] we are more dependent upon our own development and execution efforts for these components and less reliant on recording head and magnetic media technologies developed by other manufacturers.

We believe the use of our in-house manufacturing, assembly and test facilities offers the [removed: controls] [added: control] necessary to provide the demanding capabilities, performance and reliability our customers require.

Our vertically integrated, in-house assembly and test operations are concentrated in Prachinburi and Bang Pa-In, Thailand; Penang, Johor Bahru, and Kuching, Malaysia; Laguna, Philippines; Shenzhen, China; and San Jose and Fremont, [removed: CA,] [added: California,] USA.

We sell our products to [added: hyperscale] cloud service providers, [added: neoclouds,] computer manufacturers and OEMs, resellers, distributors and retailers throughout the [removed: world.][added: world, utilizing long-term agreements with certain customers.]

[removed: We maintain] [added: Our] sales [removed: offices in selected parts of the world including] [added: and marketing teams are strategically located across] the major geographies of the Americas, Asia Pacific, Europe and the Middle East.

Our international sales, which include sales to foreign subsidiaries of U.S. companies but do not include sales to U.S. subsidiaries of foreign companies, represented [added: 60%,] 55%, [removed: 58%] and [removed: 57%] [added: 58%] of our net revenue for [added: 2026,] 2025, [removed: 2024] and [removed: 2023,] [added: 2024,] respectively.

We perform our marketing and advertising functions [removed: both internally and] through [added: a combination of internal teams and] outside firms utilizing [removed: both] [added: business and] consumer media [removed: and] [added: as well as] trade publications [removed: targeting various reseller and] [added: to engage our] end-user markets.

We [removed: also] maintain customer relationships through direct communication and by providing information and support through our [removed: website.][added: digital platforms.]

In accordance with standard storage industry practice, we [removed: provide] [added: offer] distributors and retailers [removed: with] limited price protection and programs under which we reimburse certain marketing expenditures.

We also [removed: provide distributors, resellers and OEMs with other] [added: offer] sales incentive [removed: programs.][added: programs to distributors, resellers, and OEMs.]

For [removed: 2024 and 2023,] [added: 2024,] no single customer accounted for 10% or more of our net revenue.

[removed: Our] [added: Although much less than in the past, our] business is subject to variability of sales because it is largely dependent on the buying patterns of our large Cloud customers, driven by their needs for deploying our technology in their data center buildouts, as well as on their ability to procure other products that go into such buildouts.

We generally warrant our newly manufactured products against defects in materials and workmanship [removed: from one] [added: for up] to five years from the date of sale depending on the type of [removed: product, with a small number of products having a warranty ranging up to ten years or more.][added: product.]

At the end of [removed: 2025,] [added: 2026,] we employed approximately 40,000 people worldwide.

Our [removed: diverse team] [added: global workforce] spans 24 countries with approximately 88% of our employees in Asia Pacific, approximately 11% in the Americas and less than 1% in Europe, the Middle East and Africa.

Our initiatives celebrate the [removed: diversity] [added: varied perspectives, talents, and backgrounds] of our workforce and ensure that all voices are heard.

Our [removed: Employee] [added: Driver] Resource Groups are employee-led and foster connections based on a shared identity or background and are open to all employees who want to join.

In [removed: 2025,] [added: 2026,] we were named one of the World’s Most Ethical Companies by Ethisphere for the [removed: seventh] [added: eighth] consecutive year.

In [removed: 2025,] [added: 2026,] more than half of our employees around the world gave their time to participate in company-sponsored volunteer events.

We believe that [removed: recognition] [added: competitive compensation] is crucial for retaining and motivating our employees, and we are committed to rewarding performance with competitive compensation consisting of base salary and short-term [removed: and] [added: incentives and, for select roles,] long-term incentives.

At Western Digital, we believe that data storage provides the strategic foundation for the AI-driven data economy.

We focus on designing and building data storage solutions that are intelligent, efficient, and reliable.

We execute on this mission through rigorous scientific research, engineering excellence, and deep customer collaboration, so that each product advancement provides value for our customers and shareholders.

We design and manufacture substantially all of the recording head and magnetic media in our HDD products, positioning us as an industry leader in innovations that drive higher areal density and superior performance.

Our overall strategy focuses on leadership, innovation and execution, based on our core capabilities grounded in magnetics and photonics expertise and our strength in nano-feature fabrication.

We believe this positions us well for emerging opportunities in adjacent and new technology markets.

We focus on markets where our storage technologies deliver exceptional scale, efficiency, and economics.

By combining HDD innovation with systems, firmware, and software, we enable customers to manage and monetize data at global scale.

Our sales organization blends technical depth with market expertise, enabling effective engagement with customers across diverse use cases.

Our sales engagements mostly involve sales, customer technical support engineers, and product engineers, who support pre-sales and post-sales activities, collaborating with customers to design, test, and qualify system solutions built on our technologies.

For 2026, three customers accounted for 16%, 15%, and 13%, respectively, of our net revenue.

Human Capital

We invest in developing our people to lead us into the future, and as AI transforms work, we remain human-first, helping them grow, adapt, and thrive.

We are providing training to our employees to help them adopt AI, become future-ready, and improve their productivity.

In 2026, we became an approved employer for the U.S. Department of Defense SkillBridge program, serving as a career pathway for veterans who are transitioning to the civilian workforce.

*Total Rewards*

At WD, we incorporate sustainability into our business strategy and operations to support long-term value creation.

Through environmental stewardship, stakeholder empowerment, and responsible business practices, we drive sustainable data storage technologies that deliver meaningful progress toward a responsible AI infrastructure.

Environmental Stewardship: We help protect the planet and the environment by setting and delivering robust environmental targets and driving innovation, accountability, and partnerships for systemic impact.

- We work to reduce energy consumption, greenhouse gas emissions, water withdrawal, and waste to landfills, and innovate to enhance the energy and material efficiency of our products.

In 2025, we achieved 66% carbon-free energy to power our global operations as well as reduced emissions by 31% per petabyte from customers’ use of sold products from 2020.

- We periodically assess and disclose climate-related risks and opportunities and implement measures to mitigate relevant risks and enhance climate resiliency.

- In the latest sustainability assessments, we earned a Carbon Disclosure Project A‑ Leadership level rating for climate in 2025 and were included in the 2026 S&P Dow Jones Best‑in‑Class Index North America.

Stakeholder Empowerment: We engage stakeholders across our value chain, including our workforce, customers, suppliers, and communities.

- We engage targeted suppliers for most material sustainability issues, including decarbonization, human rights, and responsible minerals.

Responsible Business: We build trust through principled leadership, embedding accountability, integrity, and sustainability into decision-making processes.

- We establish policies and practices to support the responsible, ethical, and secure development, deployment, and usage of AI.

As AI becomes a greater part of our daily experience and product offerings, we implemented an AI policy to effectively manage and mitigate AI-related risks.

On February 21, 2025 (the “Separation Date”), we completed the separation of our HDD and Flash business units (the “Separation”) to create two independent public companies, with Western Digital focusing on our existing HDD business and Sandisk Corporation (“Sandisk”), formerly a wholly-owned subsidiary of the Company, holding the Flash business.

We believe the Separation better positions each business unit to execute innovative technology and product development, capitalize on unique growth opportunities, extend respective leadership positions, operate more efficiently with distinct capital structures, and pursue capital allocation strategies that maximize long-term shareholder value.

As global data creation continues to accelerate, particularly in the age of AI, and as the need to store and retain data also grows, we believe HDDs will continue to remain the preferred technology for storing large volumes of data as the most economical solution to the large cloud data centers for their mass storage needs.

We believe Western Digital is well positioned as a leading supplier in the industry given the depth of our industry knowledge and the breadth of our product portfolio.

We are a customer-focused organization that has developed deep relationships with industry leaders to deliver innovative solutions to help users capture, store and transform data across a boundless range of applications.

We also provide higher value data storage platforms to the market.

We develop and manufacture substantially all of the recording heads and magnetic media used in our HDD products.

We have led the industry in innovation to drive increased areal density and high-performance attributes.

As a result,

Our People

We invest in developing our people to lead us into the future.

We have a U.S. Department of Labor approved apprenticeship program, serving as a career pathway for veterans and other underserved populations, which helps us build a workforce that mirrors the communities that we serve.

*Compensation and Benefits*

At Western Digital, sustainability is about innovating with technology to positively impact our future.

We believe that sustainability can create value for everyone in our value chain and serves as a competitive differentiator, while minimizing our environmental footprint, influencing our ecosystem, empowering and connecting our stakeholders and embedding sustainability in our decision-making processes.

Our sustainability strategy is reflected through sustainability-focused initiatives as well as day-to-day activities, including our adoption of sustainability-focused policies and procedures, fostering an inclusive workplace, our constant drive toward more efficient use of materials and energy, our careful and active management of our supply chain, our community-focused volunteerism programs and philanthropic initiatives and our impactful, globally-integrated ethics and compliance program.

- We work to minimize our impact on the environment by reducing emissions, water withdrawal and waste to landfills, and by evaluating and enhancing our climate resiliency.

- We strive to innovate in ways that reduce the energy used by our products, the energy used to manufacture them and the amount of new materials required to manufacture them.

- We set new environmental goals post-Separation to expand our focus to include carbon-free energy alternatives, add an upstream direct emissions reduction goal and goals for increasing recycled content in products and packaging for our enterprise HDD portfolio.

See Part II, Item 8, Note [removed: 17,] [added: 16,] *Legal Proceedings* of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for disclosures regarding certain legal proceedings, which are incorporated by reference herein.

For the fiscal year ended [removed: June 27, 2025][added: July 3, 2026]

[removed: ][added: ]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on [removed: December 27, 2024,] [added: January 2, 2026,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $12.24] [added: $47.69] billion, based on the closing sale price as reported on the Nasdaq Global Select Market.

There were [removed: 346,922,126] [added: 360,540,944] shares of common stock, par value $0.01 per share, outstanding as of the close of business on [removed: July 23, 2025.][added: August 7, 2026.]

Part III incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120 days after the end of the [removed: 2025] [added: 2026] fiscal year.

| Item 1. | | | Business | | | [removed: [4](#i00b8f243f6ad4d2d8536d6bfd3451a64_19)] [added: [4](#id95497703cd24e9d955098bbf92bb7e0_19)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [10](#i00b8f243f6ad4d2d8536d6bfd3451a64_22)] [added: [10](#id95497703cd24e9d955098bbf92bb7e0_22)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [24](#i00b8f243f6ad4d2d8536d6bfd3451a64_25)] [added: [24](#id95497703cd24e9d955098bbf92bb7e0_25)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [24](#i00b8f243f6ad4d2d8536d6bfd3451a64_28)] [added: [24](#id95497703cd24e9d955098bbf92bb7e0_28)] | | |

| Item 2. | | | Properties | | | [removed: [26](#i00b8f243f6ad4d2d8536d6bfd3451a64_31)] [added: [27](#id95497703cd24e9d955098bbf92bb7e0_31)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [27](#i00b8f243f6ad4d2d8536d6bfd3451a64_37)] [added: [28](#id95497703cd24e9d955098bbf92bb7e0_37)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [27](#i00b8f243f6ad4d2d8536d6bfd3451a64_37)] [added: [28](#id95497703cd24e9d955098bbf92bb7e0_37)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [28](#i00b8f243f6ad4d2d8536d6bfd3451a64_46)] [added: [29](#id95497703cd24e9d955098bbf92bb7e0_46)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [29](#i00b8f243f6ad4d2d8536d6bfd3451a64_52)] [added: [31](#id95497703cd24e9d955098bbf92bb7e0_52)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [30](#i00b8f243f6ad4d2d8536d6bfd3451a64_55)] [added: [32](#id95497703cd24e9d955098bbf92bb7e0_55)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [47](#i00b8f243f6ad4d2d8536d6bfd3451a64_91)] [added: [47](#id95497703cd24e9d955098bbf92bb7e0_91)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [48](#i00b8f243f6ad4d2d8536d6bfd3451a64_97)] [added: [48](#id95497703cd24e9d955098bbf92bb7e0_97)] | | |

| Item 9. | | | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | | | [removed: [104](#i00b8f243f6ad4d2d8536d6bfd3451a64_229)] [added: [105](#id95497703cd24e9d955098bbf92bb7e0_235)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [104](#i00b8f243f6ad4d2d8536d6bfd3451a64_232)] [added: [105](#id95497703cd24e9d955098bbf92bb7e0_238)] | | |

| Item 9B. | | | Other Information | | | [removed: [105](#i00b8f243f6ad4d2d8536d6bfd3451a64_235)] [added: [106](#id95497703cd24e9d955098bbf92bb7e0_241)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [105](#i00b8f243f6ad4d2d8536d6bfd3451a64_241)] [added: [106](#id95497703cd24e9d955098bbf92bb7e0_247)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [106](#i00b8f243f6ad4d2d8536d6bfd3451a64_247)] [added: [107](#id95497703cd24e9d955098bbf92bb7e0_253)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [106](#i00b8f243f6ad4d2d8536d6bfd3451a64_250)] [added: [107](#id95497703cd24e9d955098bbf92bb7e0_256)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [106](#i00b8f243f6ad4d2d8536d6bfd3451a64_253)] [added: [107](#id95497703cd24e9d955098bbf92bb7e0_259)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [106](#i00b8f243f6ad4d2d8536d6bfd3451a64_256)] [added: [107](#id95497703cd24e9d955098bbf92bb7e0_262)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [106](#i00b8f243f6ad4d2d8536d6bfd3451a64_259)] [added: [107](#id95497703cd24e9d955098bbf92bb7e0_265)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [107](#i00b8f243f6ad4d2d8536d6bfd3451a64_265)] [added: [108](#id95497703cd24e9d955098bbf92bb7e0_277)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [111](#i00b8f243f6ad4d2d8536d6bfd3451a64_271)] [added: [111](#id95497703cd24e9d955098bbf92bb7e0_283)] | | |

As used herein, the terms “we,” “us,” “our,” the “Company,” [removed: “WDC”] [added: “WD”] and “Western Digital” refer to Western Digital Corporation and its subsidiaries, unless we state, or the context indicates, otherwise.

[removed: WDC,] [added: WD,] a Delaware corporation, is the parent company of our data storage business.

Examples of forward-looking statements include, but are not limited to, statements concerning: the impact of the global macroeconomic environment, including tariffs; expectations regarding demand trends, market opportunities and our market position, including related to artificial intelligence (“AI”); our product [added: development and technology] plans and business strategies; consumer trends and market conditions; expectations regarding our future financial performance; expectations regarding [removed: our product development and technology plans; expectations regarding] capital expenditure plans and investments; expectations regarding our tax resolutions, effective tax rate and our unrecognized tax benefits; expectations regarding the merits of our position and our plans with respect to certain litigation matters; [added: and] our beliefs regarding our capital allocation plans, including our quarterly dividend program and our share repurchase program, and the sufficiency of our available liquidity to meet our working capital, debt and capital expenditure [removed: needs; and our expectations regarding the completed separation of our hard disk drive (“HDD”) and Flash business units, including the disposition of our retained stake in Sandisk Corporation.*][added: needs.*]

You are urged to carefully review the disclosures we make concerning risks and other factors that may affect the outcome of our forward-looking statements and our business and operating results, including those made in Part I, Item 1A of this Annual Report on Form 10-K and any of those made in our other reports filed with the Securities and Exchange [removed: Commission.][added: Commission (“SEC”).]

TABLE OF CONTENTS

INDEX

Further details about the cybersecurity risks we face are described under “*The compromise, damage or interruption of our technology infrastructure, information systems or products by cybersecurity incidents, data security breaches, other security problems, design defects, information system failures or other events could have a material negative impact on our [removed: business”*] [added: business*,”] in Part I, Item 1A, *Risk Factors,* of this Annual Report on Form 10-K.

Our management team is charged with managing cybersecurity risk and identifying material cybersecurity risk exposures to our company and carries out this function primarily through our Information Security organization, which is led by our Chief Information Security Officer who has a master’s degree in computer science, over a decade of information security leadership, and thirty years of combined [removed: IT] [added: information technology (“IT”)] leadership experience.

Our Board of Directors has delegated to our Audit Committee the responsibility to oversee risks related to cybersecurity threats, and our Audit Committee Charter requires our Audit Committee to review and discuss with management the Company’s policies with respect to risk assessment and [removed: enterprise risk management] [added: ERM] and to review the risk exposure of the Company related to the Committee’s areas of responsibility, including with respect to cybersecurity.

Our principal manufacturing, R&D, marketing and administrative facilities as of [removed: June 27, 2025] [added: July 3, 2026] were as follows:

| Johor [added: Bahru] | | | | | | Owned | | | | | | 277,000 | | | | | | Manufacturing | | |

| Kuching | | | | | | Owned | | | | | | [removed: 529,000] [added: 638,000] | | | | | | Manufacturing and R&D | | |

[removed: We] [added: Although we] believe our present facilities are adequate for our current [removed: needs.][added: needs, we anticipate making additional investments to enhance our operations.]

| India | | | | | | | | | | | | | | | | | | | | |

| Bangalore | | | | | | Leased | | | | | | 209,000 | | | | | | R&D and administrative | | |

| Singapore | | | | | | Leased | | | | | | 6,000 | | | | | | Administrative, marketing and sales | | |

| | | | | | | | | | | | | | | | | | | | | |

Our common stock is listed on the Nasdaq Global Select Market [removed: (“Nasdaq”)] under the symbol “WDC”.

The approximate number of holders of record of our common stock as of [removed: July 23, 2025] [added: August 7, 2026] was [removed: 720.][added: 644.]

During the year ended [removed: June 27, 2025,] [added: July 3, 2026,] we paid [added: aggregate] cash dividends of [removed: $0.10] [added: $0.50] per share [removed: of] [added: on] our outstanding common stock, totaling [removed: $36] [added: $174] million, [removed: including payment] [added: plus $2 million paid] to [added: the] holders of our [added: then-outstanding] Series A Preferred Stock [added: (“Preferred Shares”)] in accordance with their participation rights.

Subsequent to year-end, on [removed: July 29, 2025,] [added: August 4, 2026,] our Board of Directors declared a cash dividend of [removed: $0.10] [added: $0.15] per share of our common stock, which will be paid on September [removed: 18, 2025] [added: 17, 2026] to our shareholders of record as of the close of business on September [removed: 4, 2025.][added: 8, 2026.]

The amount of future dividends under our cash dividend program, and the declaration and payment thereof, will be based upon all relevant factors, including our financial position, results of operations, cash flows, capital requirements and restrictions under our [removed: Loan Agreement] [added: credit] and other financing agreements, and shall be in compliance with applicable law.

The following table provides information about repurchases by us of shares of our common stock during the quarter ended [removed: June 27, 2025:][added: July 3, 2026:]

(2) On May 9, 2025, our Board of Directors authorized a [removed: share repurchase program] [added: Share Repurchase Program (as defined below)] for the repurchase of up to $2.0 billion of our common [added: stock, and on February 2, 2026, our Board of Directors authorized the repurchase of up to an additional $4.0 billion of the Company’s common] stock.

We expect share repurchases to be funded [removed: principally] [added: primarily] by operating cash flows.

[removed: The company] [added: We] may suspend or discontinue the [removed: share repurchase program] [added: Share Repurchase Program] at any time.

The following graph compares the cumulative total stockholder return of our common stock with the cumulative total return of the S&P 500 Index and the Dow Jones U.S. Technology Hardware & Equipment Index for the five years ended [removed: June 27, 2025.][added: July 3, 2026.]

The graph assumes that $100 was invested in our common stock at the close of market on July [removed: 3, 2020] [added: 2, 2021] and that all [removed: dividends] [added: dividends, including the distribution of Sandisk shares at Separation,] were reinvested.

(Assumes $100 investment at market close on July [removed: 3, 2020)][added: 2, 2021)]

[removed: ][added: ]

| | | | July [removed: 3, 2020 | | | | | | July] 2, 2021 | | | | | | July 1, 2022 | | | | | | June 30, 2023 | | | | | | June 28, 2024 | | | | | | June 27, 2025 | | | [added: | | | July 3, 2026 | | |]

| Dow Jones U.S. Technology Hardware & Equipment Index | | | $ | 100.00 | | | | | $ | [removed: 156.60] [added: 87.80] | | | | | $ | [removed: 137.50] [added: 132.54] | | | | | $ | [removed: 207.56] [added: 201.65] | | | | | $ | [removed: 315.78] [added: 225.09] | | | | | $ | [removed: 352.49] [added: 383.01] | |

The stock performance graph shall not be deemed soliciting material or to be filed with the [removed: U.S. Securities and Exchange Commission (the “SEC”)] [added: SEC] or subject to Regulation 14A or 14C under the [removed: Securities] Exchange [removed: Act of 1934, as amended (the “Exchange Act”),] [added: Act,] or to the liabilities of Section 18 of the Exchange Act, nor shall it be incorporated by reference into any past or future filing under the Securities Act [removed: of 1933, as amended (the “Securities Act”)] or the Exchange Act, except to the extent we specifically request that it be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.

| April 4, 2026 - May 1, 2026 | | | 0.8 | | | | | | $ | 362.89 | | | | | 0.8 | | | | | | $ | 3,635 | |

| May 2, 2026 - May 29, 2026 | | | 2.5⁽³⁾ | | | | | | 485.14 | | | | | | 0.6 | | | | | | $ | 3,340 | |

| May 30, 2026 - July 3, 2026 | | | 3.1⁽⁴⁾⁽⁵⁾ | | | | | | 532.06 | | | | | | 0.2 | | | | | | $ | 3,260 | |

| Total for the quarter ended July 3, 2026 | | | 6.4 | | | | | | $ | 426.16 | | | | | 1.6 | | | | | | | | |

(3) Amount includes an aggregate of 1,865,801 shares of our common stock that we received on May 7, 2026 in exchange for an aggregate of 653,203 shares of common stock of Sandisk.

This transaction is not part of our publicly announced Share Repurchase Program and the shares received in this equity-for-equity exchange are not reflected in the column captioned “Average Price Paid per Share.”

(4) Amount includes an aggregate of 15,554 shares of our common stock that we received in June 2026 upon the settlement of $32 million notional amount of Capped Calls (as defined below) in connection with the settlement of the same principal amount of 2028 Convertible Notes that had been tendered by the holders.

This transaction is not part of our publicly announced Share Repurchase Program and the shares received from the settlement of these Capped Calls are not reflected in the column captioned “Average Price Paid per Share.”

(5) Amount includes an aggregate of 2,890,702 shares of our common stock that we received on June 22, 2026 in exchange for an aggregate of 1,038,681 shares of common stock of Sandisk.

This transaction is not part of our publicly announced Share Repurchase Program and the shares received in this equity-for-equity exchange are not reflected in the column captioned “Average Price Paid per Share.”

| Western Digital Corporation | | | $ | 100.00 | | | | | $ | 61.84 | | | | | $ | 54.02 | | | | | $ | 107.92 | | | | | $ | 119.52 | | | | | $ | 1,020.64 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 89.17 | | | | | $ | 105.53 | | | | | $ | 131.44 | | | | | $ | 150.59 | | | | | $ | 184.79 | |

| Mar. 29, 2025 - Apr. 25, 2025 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,000 | |

| Apr. 26, 2025 - May 23, 2025 | | | 0.5 | | | | | | 49.74 | | | | | | 0.5 | | | | | | $ | 1,975 | |

| May 24, 2025 - Jun. 27, 2025 | | | 2.3 | | | | | | 54.92 | | | | | | 2.3 | | | | | | $ | 1,851 | |

| Total for the quarter ended Jun. 27, 2025 | | | 2.8 | | | | | | $ | 53.97 | | | | | 2.8 | | | | | | | | |

| Western Digital Corporation | | | $ | 100.00 | | | | | $ | 165.43 | | | | | $ | 102.31 | | | | | $ | 88.60 | | | | | $ | 178.53 | | | | | $ | 197.73 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 141.23 | | | | | $ | 125.94 | | | | | $ | 149.04 | | | | | $ | 185.64 | | | | | $ | 212.67 | |

| Report of Independent Registered Public Accounting Firm (Auditor Firm ID: 185) | | | [removed: [49](#i00b8f243f6ad4d2d8536d6bfd3451a64_100)] [added: [49](#id95497703cd24e9d955098bbf92bb7e0_100)] | | |

| Consolidated Balance Sheets — As of [added: July 3, 2026 and] June 27, 2025 [removed: and June 28, 2024] | | | [removed: [52](#i00b8f243f6ad4d2d8536d6bfd3451a64_103)] [added: [52](#id95497703cd24e9d955098bbf92bb7e0_103)] | | |

| Consolidated Statements of Operations — Three Years Ended [removed: June 27, 2025] [added: July 3, 2026] | | | [removed: [53](#i00b8f243f6ad4d2d8536d6bfd3451a64_106)] [added: [53](#id95497703cd24e9d955098bbf92bb7e0_106)] | | |

| Consolidated Statements of Comprehensive Income (Loss) — Three Years Ended [removed: June 27, 2025] [added: July 3, 2026] | | | [removed: [54](#i00b8f243f6ad4d2d8536d6bfd3451a64_109)] [added: [54](#id95497703cd24e9d955098bbf92bb7e0_109)] | | |

| Consolidated Statements of Cash Flows — Three Years Ended [removed: June 27, 2025] [added: July 3, 2026] | | | [removed: [55](#i00b8f243f6ad4d2d8536d6bfd3451a64_112)] [added: [55](#id95497703cd24e9d955098bbf92bb7e0_112)] | | |

| Consolidated Statements of Convertible Preferred Stock and Shareholders’ Equity — Three Years Ended [removed: June 27, 2025] [added: July 3, 2026] | | | [removed: [56](#i00b8f243f6ad4d2d8536d6bfd3451a64_115)] [added: [56](#id95497703cd24e9d955098bbf92bb7e0_115)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [57](#i00b8f243f6ad4d2d8536d6bfd3451a64_118)] [added: [58](#id95497703cd24e9d955098bbf92bb7e0_118)] | | |

We have audited the accompanying consolidated balance sheets of Western Digital Corporation and subsidiaries (the Company) as of [removed: June 27, 2025] [added: July 3, 2026] and June [removed: 28, 2024,] [added: 27, 2025,] the related consolidated statements of operations, comprehensive income (loss), cash flows, and convertible preferred stock and shareholders’ equity for each of the fiscal years in the three-year period ended [removed: June 27, 2025,] [added: July 3, 2026,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of [removed: June 27, 2025,] [added: July 3, 2026,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of [removed: June 27, 2025] [added: July 3, 2026] and June [removed: 28, 2024,] [added: 27, 2025,] and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended [removed: June 27, 2025,] [added: July 3, 2026,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: June 27, 2025] [added: July 3, 2026] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

*Tax-free determination of the Flash business separation and [removed: the] debt-for-equity [removed: exchange*][added: and equity-for-equity exchanges*]

As described in Note [removed: 3] [added: 4] to the consolidated financial statements, on February 21, 2025, the Company completed the separation of its Flash business through a pro rata distribution of 80.1% of the outstanding shares of Sandisk Corporation (Sandisk) to the Company’s stockholders.

In [added: February 2026, in] connection with the separation, [added: and consistent with its original intent to monetize its retained interest in Sandisk,] the Company completed an [removed: external spin-off transaction and an] exchange of Sandisk common stock for [removed: a portion of the Company’s] [added: its Bridge Loan and existing] Term Loan A-3.

Management [removed: has] determined that the [removed: separation and the] [added: separation,] debt-for-equity [removed: exchange] [added: exchanges and equity-for-equity exchanges] (collectively referred to as the Transactions) qualified as tax-free transactions under the applicable sections of the United States (U.S.) Internal Revenue Code.

| | | | [removed: June 27, 2025] | | | | | | [removed: June 28, 2024] [added: 2025] | | | [added: | | | 2024 | | |]

| Cash and cash equivalents | | | $ | [removed: 2,114] [added: 1,579] | | | | | $ | [removed: 1,551] [added: 2,114] | |

| Accounts receivable, net | | | [removed: 1,486] [added: 2,026] | | | | | | [removed: 1,231] [added: 1,486] | | |

| Inventories | | | [removed: 1,291] [added: 1,511] | | | | | | [removed: 1,387] [added: 1,291] | | |

| Retained interest in Sandisk | | | [removed: 354] [added: —] | | | | | | [removed: —] [added: 354] | | |

| Other current assets | | | [removed: 611] [added: 518] | | | | | | [removed: 360] [added: 611] | | |

| Total current assets | | | [removed: 5,856] [added: 5,634] | | | | | | [removed: 8,060] [added: 5,856] | | |

| Property, plant and equipment, net | | | [removed: 2,343] [added: 2,476] | | | | | | [removed: 2,359] [added: 2,343] | | |

| Goodwill | | | [removed: 4,319] [added: 4,321] | | | | | | 4,319 | | |

| Other non-current assets | | | [removed: 1,484] [added: 1,430] | | | | | | [removed: 837] [added: 1,484] | | |

| Total assets | | | $ | [removed: 14,002] [added: 13,861] | | | | | $ | [removed: 24,188] [added: 14,002] | |

| Accounts payable | | | $ | [removed: 1,266] [added: 1,774] | | | | | $ | [removed: 1,054] [added: 1,266] | |

| Accrued expenses | | | [removed: 719] [added: 690] | | | | | | [removed: 1,053] [added: 719] | | |

| Income taxes payable | | | [removed: 800] [added: 173] | | | | | | [removed: 471] [added: 800] | | |

| Accrued compensation | | | [removed: 407] [added: 551] | | | | | | [removed: 435] [added: 407] | | |

| Current portion of long-term debt | | | [removed: 2,226] [added: 1,052] | | | | | | [removed: 1,750] [added: 2,226] | | |

| Total current liabilities | | | [removed: 5,418] [added: 4,240] | | | | | | [removed: 6,087] [added: 5,418] | | |

| Long-term debt | | | [removed: 2,485] [added: —] | | | | | | [removed: 5,684] [added: 2,485] | | |

| Other liabilities | | | [removed: 559] [added: 757] | | | | | | [removed: 1,002] [added: 559] | | |

| Non-current liabilities [removed: of discontinued operations] | | | [removed: —] [added: 47] | | | | | | [removed: 368] [added: 67] | | |

| Total liabilities | | | [removed: 8,462] [added: 4,997] | | | | | | [removed: 13,141] [added: 8,462] | | |

| Commitments and contingencies (Notes [removed: 10, 13] [added: 8, 9] and [removed: 17)] [added: 16)] | | | | | | | | | | | |

| Additional paid-in capital | | | [removed: 4,621] [added: 961] | | | | | | [removed: 4,752] [added: 4,621] | | |

| Accumulated other comprehensive income [removed: (loss)] | | | [removed: 20] [added: 23] | | | | | | [removed: (712)] [added: 20] | | |

| Retained earnings | | | [removed: 762] [added: 9,998] | | | | | | [removed: 6,775] [added: 762] | | |

Additionally, the Company completed exchanges of Sandisk common stock for 4.8 million shares of the Company’s common stock.

| | | | July 3, 2026 | | | | | | June 27, 2025 | | |

| Common stock | | | 4 | | | | | | 3 | | |

| Treasury stock | | | (2,122) | | | | | | (95) | | |

| Costs in connection with debt-for-equity exchange | | | | | | | | | | | | | | | (545) | | | | | | (100) | | | | | | — | | |

| Costs in connection with convertible notes transactions | | | | | | | | | | | | | | | (108) | | | | | | — | | | | | | — | | |

| Costs in connection with equity-for-equity exchanges | | | | | | | | | | | | | | | (254) | | | | | | — | | | | | | — | | |

| Net income (loss) | | | $ | 9,424 | | | | | $ | 1,889 | | | | | $ | (798) | |

| (Gain) loss on retained interest in Sandisk | | | (6,498) | | | | | | 772 | | | | | | — | | |

| Costs in connection with debt-for-equity exchange | | | 545 | | | | | | 100 | | | | | | — | | |

| Costs in connection with convertible notes transactions | | | 108 | | | | | | — | | | | | | — | | |

| Costs in connection with equity-for-equity exchanges | | | 254 | | | | | | — | | | | | | — | | |

| Dividends paid to common shareholders | | | (174) | | | | | | (44) | | | | | | — | | |

| Settlement of convertible notes transactions | | | (1,220) | | | | | | — | | | | | | — | | |

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| Net income | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,424 | | | | | | 9,424 | | |

| Repurchases of common stock | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | (15) | | | | | | (2,592) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,592) | | |

| Conversion of convertible preferred stock | | | (0.2) | | | | | | (229) | | | | | | | | | — | | | | | | — | | | | | | 7 | | | | | | 796 | | | | | | (567) | | | | | | — | | | | | | — | | | | | | 229 | | |

| Convertible notes transactions | | | — | | | | | | — | | | | | | | | | 15 | | | | | | 1 | | | | | | 6 | | | | | | 2,204 | | | | | | (2,435) | | | | | | — | | | | | | — | | | | | | (230) | | |

| Exchange of Sandisk shares to acquire Company common stock | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | (5) | | | | | | (2,989) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,989) | | |

| Common stock dividends | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4 | | | | | | — | | | | | | (178) | | | | | | (174) | | |

| Preferred stock dividends | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | | | | | (10) | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at July 3, 2026 | | | — | | | | | | $ | — | | | | | | | | 364 | | | | | | $ | 4 | | | | | (3) | | | | | | $ | (2,122) | | | | | $ | 961 | | | | | $ | 23 | | | | | $ | 9,998 | | | | | $ | 8,864 | |

Fiscal year 2026, which ended on July 3, 2026, comprised 53 weeks, with the first quarter consisting of 14 weeks and the remaining quarters consisting of 13 weeks.

*Reclassification*

Certain prior year amounts have been reclassified in the Consolidated Statements of Cash Flows to conform to the current year presentation.

As of July 3, 2026 and June 27, 2025, the carrying amount of in-process research and development (“IPR&D”) was $77 million and $72 million, respectively.

This standard is effective on either a prospective or retrospective basis.

The Company adopted this standard on a prospective basis for the year ended July 3, 2026.

The newly required disclosures are included in Note 9, *Income Taxes*.

August 13, 2025

(in millions, except par value)

| Current assets of discontinued operations | | | — | | | | | | 3,531 | | |

| Non-current assets of discontinued operations | | | — | | | | | | 8,613 | | |

| Current liabilities of discontinued operations | | | — | | | | | | 1,324 | | |

| Convertible preferred stock, $0.01 par value; authorized — 5 shares; issued and outstanding — 0.2 shares as of both June 27, 2025 and June 28, 2024; aggregate liquidation preference of $265 and $257 as of June 27, 2025 and June 28, 2024, respectively | | | 229 | | | | | | 229 | | |

| Common stock, $0.01 par value; authorized — 750 shares; issued and outstanding — 347 shares as of June 27, 2025 and 343 shares as of June 28, 2024 | | | 3 | | | | | | 3 | | |

| Treasury stock — common shares at cost; 95 shares in 2025 and 0 shares in 2024 | | | (95) | | | | | | — | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss on extinguishment of debt | | | | | | | | | | | | | | | (100) | | | | | | — | | | | | | — | | |

| Loss on extinguishment of debt | | | 100 | | | | | | — | | | | | | — | | |

| Balance at July 1, 2022 | | | — | | | | | | $ | — | | | | | | | | 315 | | | | | | $ | 3 | | | | | — | | | | | | $ | — | | | | | $ | 3,733 | | | | | $ | (579) | | | | | $ | 9,166 | | | | | $ | 12,323 | |

| Net loss | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,684) | | | | | | (1,684) | | |

| Adoption of new accounting standard | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (128) | | | | | | — | | | | | | 91 | | | | | | (37) | | |

| Issuance of convertible preferred stock, net of issuance costs | | | 0.9 | | | | | | 876 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

Cloud is comprised primarily of products for public or private cloud environments and enterprise customers.

The Company also generates immaterial license and royalty revenue from its extensive intellectual property portfolio, which is included in each of these three end market categories.

The Company’s services revenue is immaterial and mainly includes professional service arrangements and post-contract customer support, warranty as a service and maintenance contracts.

The performance obligations for the Company’s services are generally satisfied ratably over the service period based on the nature of the service provided and contract terms.

For warranties ten years or greater, including lifetime warranties, the Company uses the estimated useful life of the product to calculate the warranty exposure.

The Company accounts for interest and penalties related to income taxes as a component of the provision for income taxes.

In September 2022, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update (“ASU”) No. 2022-04, “Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations” (“ASU 2022-04”), which requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services.

ASU 2022-04 requires the Company to provide disclosure of outstanding obligations to such suppliers for all balance sheet dates presented beginning with the Company’s first quarter of 2024 and to provide certain rollforward information related to those obligations beginning in the Company’s first fiscal quarter of 2025.

The ASU does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations.

The Company adopted the guidance on the first day of fiscal year 2024.

See Note 16, *Supplier Finance Program,* of the Notes to Consolidated Financial Statements for information regarding the supplier finance program.

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands on segment reporting requirements primarily through enhanced disclosures surrounding significant segment expenses.

ASU 2023-07 requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity’s CODM, a description of other segment items by reportable segment, and any additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources.

The Company is currently compiling the information required for these disclosures and expects to provide required disclosures in the year ending July 3, 2026.

On October 30, 2023, the Company announced that its Board of Directors had completed its strategic review of the business and, after evaluating a comprehensive range of alternatives, authorized the Company to pursue a plan to separate its HDD and Flash business units to create two independent public companies.

In connection with the Separation (as defined below), the Company has incurred separation and transition costs, which are recorded as Business separation costs within discontinued operations in the Company’s Consolidated Financial Statements, as further detailed in the summary of net income (loss) from discontinued operations, net of taxes, below.

The Company expects to monetize its remaining shares of Sandisk within one year from the Separation Date.

The Company entered into various agreements to effect the Separation and provide for the temporary framework of the relationship between Western Digital and Sandisk following the Separation, including, among others, a separation and distribution agreement, a tax matters agreement, and a transition services agreement.

The transition services agreement provides for transition service support to be provided for various periods of time ranging up to 15 months.

The amounts involved under these agreements were not material for the fiscal year ended June 27, 2025 and are not expected to be material.

The following table provides a summary of the assets and liabilities classified as discontinued operations:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Assets and Liabilities of Discontinued Operations | | | | | | June 28, 2024 | | |

As required by Rule 13a‑15(b) [removed: of] [added: promulgated by] the [added: SEC under the] Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10‑K.

There has been no change in our internal control over financial reporting during the quarter ended [removed: June 27, 2025,] [added: July 3, 2026,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended [removed: June 27, 2025,] [added: July 3, 2026,] the following [added: director and] officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted trading arrangements for the purchase or sale of securities that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (“Rule 10b5-1 Plan”):

- [removed: Irving Tan, Chief] [added: Ahmed Shihab,] Executive [added: Vice President and Chief Product] Officer of the [removed: Company] [added: Company,] adopted a Rule 10b5-1 Plan on May [removed: 12, 2025.][added: 28, 2026.]

Under this plan, up to an aggregate of [removed: 80,000] [added: 24,000] shares of the Company’s common stock may be sold before the plan expires on [removed: May 26, 2026.][added: June 1, 2028.]

- [removed: Cynthia Tregillis,] [added: Brian Scott Davis,] Executive Vice [removed: President,] [added: President and] Chief [removed: Legal Officer] [added: Sales] and [removed: Secretary] [added: Marketing Officer] of the Company, adopted a Rule 10b5-1 Plan on [removed: May 23, 2025.][added: June 5, 2026.]

Under this plan, up to an aggregate of [removed: 17,502] [added: 10,000] shares of the Company’s common stock may be sold before the plan expires on [removed: May 26, 2026.][added: December 1, 2027.]

- Kimberly Alexy, a director of the Company, adopted a Rule 10b5-1 Plan on May 29, 2026.

Under this plan, up to an aggregate of 31,016 shares of the Company’s common stock may be sold before the plan expires on February 16, 2027.

There is incorporated herein by reference to the information required by this Item included in the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we intend to file with the [removed: Securities and Exchange Commission (the “SEC”)] [added: SEC] no later than 120 days after the close of the year ended [removed: June 27, 2025.][added: July 3, 2026.]

The current version of the Code of Business Ethics is available on our website under the [removed: Corporate Governance] [added: Leadership] section at *www.westerndigital.com*.

To the extent required by rules adopted by the SEC and The Nasdaq Stock Market LLC, we intend to promptly disclose future amendments to certain provisions of the Code of Business Ethics, or waivers of such provisions granted to executive officers and directors, on our website under the [removed: Corporate Governance] [added: Leadership] section at *www.westerndigital.com*.

There is incorporated herein by reference to the information required by this Item included in the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we intend to file with the SEC no later than 120 days after the close of the year ended [removed: June 27, 2025.][added: July 3, 2026.]

There is incorporated herein by reference to the information required by this Item included in the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we intend to file with the SEC no later than 120 days after the close of the year ended [removed: June 27, 2025.][added: July 3, 2026.]

There is incorporated herein by reference to the information required by this Item included in the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we intend to file with the SEC no later than 120 days after the close of the year ended [removed: June 27, 2025.][added: July 3, 2026.]

There is incorporated herein by reference to the information required by this Item included in the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we intend to file with the SEC no later than 120 days after the close of the year ended [removed: June 27, 2025.][added: July 3, 2026.]

| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523020502/d425756dex31.htm)] [added: [3.](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525054005/d939696dex31.htm)[2](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525054005/d939696dex31.htm)] | | | | | | [removed: Certificate of Designations, Preferences] [added: Amended] and [removed: Rights] [added: Restated Bylaws] of [removed: Series A Convertible Perpetual Preferred Stock] [added: Western Digital Corporation, as amended effective as of March 13, 2025] (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on [removed: February 1, 2023)] [added: March 13, 2025)] | | |

| [removed: [3.3](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525054005/d939696dex31.htm)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/0000106040/000010604025000026/a7dex109-wdcchangeinctrlse.htm)] | | | | | | [added: Western Digital Corporation] Amended and Restated [removed: Bylaws of Western Digital Corporation, as] [added: Change in Control Severance Plan,] amended [removed: effective] [added: and restated] as of March 13, 2025 (incorporated by reference to Exhibit [removed: 3.1] [added: 10.9] to the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed by the Company on [removed: March 13, 2025)] [added: May 2, 2025)] | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/0000106040/000010604024000031/wdc-2024q4ex41.htm)[.1](https://www.sec.gov/Archives/edgar/data/0000106040/000010604024000031/wdc-2024q4ex41.htm)] [added: [97.1](https://www.sec.gov/Archives/edgar/data/0000106040/000010604024000031/wdc-2024q4ex971.htm)] | | | | | | [removed: Description of] Western Digital [removed: Corporation’s Capital Stock] [added: Corporation Compensation Recovery (Clawback) Policy] (incorporated by reference to Exhibit [removed: 4.1] [added: 97.1] to the Annual Report on Form 10-K filed by the Company on August 20, 2024) | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/106040/000119312518042423/d538323dex41.htm)[.2](https://www.sec.gov/Archives/edgar/data/106040/000119312518042423/d538323dex41.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523270415/d407149dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523270415/d407149dex41.htm)] | | | | | | Indenture (including Form of [removed: 4.750%] [added: 3.00% Convertible] Senior Notes due [removed: 2026),] [added: 2028),] dated as of [removed: February 13, 2018,] [added: November 3, 2023 (the “Indenture”),] among [added: (i)] Western Digital Corporation, [removed: HGST, Inc., WD Media, LLC, Western Digital (Fremont), LLC and] [added: (ii)] Western Digital Technologies, Inc., as [removed: guarantors;] [added: guarantor,] and [added: (iii)] U.S. Bank [added: Trust Company,] National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K [removed: filed by] the [removed: Company] [added: Securities and Exchange Commission] on [removed: February 13, 2018)] [added: November 3, 2023)] | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523171211/d447413dex108.htm)[.3](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523171211/d447413dex108.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/0000106040/000010604024000031/wdc-2024q4ex48.htm)[3.1](https://www.sec.gov/Archives/edgar/data/0000106040/000010604024000031/wdc-2024q4ex48.htm)] | | | | | | First Supplemental Indenture, dated as of [removed: June 20, 2023, by and among] [added: April 26, 2024, between (i)] Western Digital [added: Corporation, (ii) SanDisk Corporation, (iii) SanDisk] Technologies, [removed: Inc.] [added: Inc.,] and [added: (iv)] U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit [removed: 10.8] [added: 4.8] to the [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed by the Company on [removed: June 21, 2023)] [added: August 20, 2024)] | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/0000106040/000010604024000031/wdc-2024q4ex44.htm)[.4](https://www.sec.gov/Archives/edgar/data/0000106040/000010604024000031/wdc-2024q4ex44.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/0000106040/000119312521353971/d253588dex41.htm)[2](https://www.sec.gov/Archives/edgar/data/0000106040/000119312521353971/d253588dex41.htm)] | | | | | | [removed: Second Supplemental] Indenture, dated as of [removed: April 26, 2024,] [added: December 10, 2021,] between Western Digital [removed: Corporation, SanDisk Corporation, SanDisk Technologies, Inc.,] [added: Corporation] and U.S. Bank [removed: Trust Company,] National Association, as [removed: successor in interest to U.S. Bank National Association, as] trustee (incorporated by reference to Exhibit [removed: 4.4] [added: 4.1] to the [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed by the Company on [removed: August 20, 2024)] [added: December 10, 2021)] | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/0000106040/000119312521353971/d253588dex41.htm)[.5](https://www.sec.gov/Archives/edgar/data/0000106040/000119312521353971/d253588dex41.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex102.htm)[5](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex102.htm)] | | | | | | [removed: Indenture,] [added: Tax Matters Agreement,] dated as of [removed: December 10, 2021,] [added: February 21, 2025, by and] between Western Digital Corporation and [removed: U.S. Bank National Association, as trustee] [added: Sandisk Corporation] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.2] to the Current Report on Form 8-K filed by the Company on [removed: December 10, 2021)] [added: February 24, 2025)#] | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523270415/d407149dex41.htm)[.7](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523270415/d407149dex41.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523171211/d447413dex104.htm)] | | | | | | [removed: Indenture (including Form of 3.00% Convertible Senior Notes due 2028),] [added: Guaranty,] dated as of [removed: November 3, 2023 (the “Indenture”),] [added: June 20, 2023, by and] among [removed: (i)] Western Digital Corporation, [removed: (ii)] Western Digital Technologies, [removed: Inc., as guarantor,] [added: Inc.] and [removed: (iii) U.S. Bank Trust Company, National Association,] [added: JPMorgan Chase Bank, N.A.] as [removed: trustee] [added: Administrative Agent] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.4] to the Current Report on Form 8-K [added: filed by] the [removed: Securities and Exchange Commission] [added: Company] on [removed: November 3,] [added: June 21,] 2023) | | |

| [removed: [4](https://www.sec.gov/Archives/edgar/data/0000106040/000010604024000031/wdc-2024q4ex48.htm)[.8](https://www.sec.gov/Archives/edgar/data/0000106040/000010604024000031/wdc-2024q4ex48.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex105.htm)[7](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex105.htm)] | | | | | | [removed: First Supplemental Indenture,] [added: Transitional Trademark License Agreement,] dated as of [removed: April 26, 2024,] [added: February 21, 2025, by and] between [removed: (i)] Western Digital [removed: Corporation, (ii) SanDisk Corporation, (iii) SanDisk Technologies, Inc.,] [added: Corporation] and [removed: (iv) U.S. Bank Trust Company, National Association, as trustee] [added: Sandisk Corporation] (incorporated by reference to Exhibit [removed: 4.8] [added: 10.5] to the [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed by the Company on [removed: August 20, 2024)] [added: February 24, 2025)#] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/0000106040/000010604022000040/wdc-2022q3ex102.htm)[0.1](https://www.sec.gov/Archives/edgar/data/0000106040/000010604022000040/wdc-2022q3ex102.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/0000106040/000010604022000040/wdc-2022q3ex102.htm)] | | | | | | Restatement Agreement, dated January 7, 2022, by and among Western Digital Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by the Company on May 4, 2022) | | |

| [10.1.5](https://www.sec.gov/Archives/edgar/data/106040/000010604025000038/exhibit1015westerndigital-.htm) | | | | | | Amendment No. 5, dated as of May 21, 2025, to the Amended and Restated Loan Agreement, dated as of January 7, 2022, by and among Western Digital Corporation, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party [removed: thereto†] [added: thereto (incorporated by reference to Exhibit 10.1.5 to the Annual Report on Form 10-K filed by the Company on August 15, 2025)] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523171211/d447413dex104.htm)[0.2](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523171211/d447413dex104.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523171211/d447413dex106.htm)] | | | | | | [removed: Guaranty,] [added: Security Agreement,] dated as of June 20, 2023, by and among Western Digital Corporation, Western Digital Technologies, [removed: Inc.] [added: Inc] and JPMorgan Chase Bank, N.A. as [removed: Administrative Agent] [added: collateral agent] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.6] to the Current Report on Form 8-K filed by the Company on June 21, 2023) | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523171211/d447413dex106.htm)[0.3](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523171211/d447413dex106.htm)] [added: [1](https://www.sec.gov/Archives/edgar/data/106040/000162828026029054/westerndigital-amendmentno.htm)[0](https://www.sec.gov/Archives/edgar/data/106040/000162828026029054/westerndigital-amendmentno.htm)[.1.6](https://www.sec.gov/Archives/edgar/data/106040/000162828026029054/westerndigital-amendmentno.htm)] | | | | | | [removed: Security] [added: Amendment No. 6, dated as of February 5, 2026, to the Amended and Restated Loan] Agreement, dated as of [removed: June 20, 2023,] [added: January 7, 2022,] by and among Western Digital Corporation, [removed: Western Digital Technologies, Inc and] JPMorgan Chase Bank, [removed: N.A.] [added: N.A.,] as [removed: collateral] [added: administrative] agent [added: and the lenders party thereto] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.1] to the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed by the Company on [removed: June 21, 2023)] [added: May 1, 2026)] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523270415/d407149dex101.htm)[0.4](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523270415/d407149dex101.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523270415/d407149dex101.htm)] | | | | | | Form of Confirmation for Capped Call Transactions (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on November 3, 2023) | | |

| [removed: [10.5](https://www.sec.gov/Archives/edgar/data/0000106040/000119312523020502/d425756dex104.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex104.htm)[6](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex104.htm)] | | | | | | [removed: Amended and Restated Letter] [added: Intellectual Property Cross-License] Agreement, dated [removed: January 31, 2023,] [added: as of February 21, 2025,] by and between Western Digital Corporation and [removed: Elliott Investment Management L.P.] [added: Sandisk Corporation] (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on February [removed: 1, 2023)] [added: 24, 2025)#] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/0000106040/000010604023000017/wdc-2023q3ex102.htm)[0.6](https://www.sec.gov/Archives/edgar/data/0000106040/000010604023000017/wdc-2023q3ex102.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/0000106040/000010604021000024/wdc-2021q3ex101.htm)[0](https://www.sec.gov/Archives/edgar/data/0000106040/000010604021000024/wdc-2021q3ex101.htm)] | | | | | | [removed: Investment Agreement, dated January 31, 2023, by and among] Western Digital [removed: Corporation, Elliott Associates, L.P. and Elliott International, L.P.] [added: Corporation Executive Short-Term Incentive Plan, dated February 9, 2021] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Quarterly Report on Form [removed: 10-Q] [added: 10‑Q] filed by the Company on May [removed: 10, 2023)] [added: 6, 2021)] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex101.htm)[0.7](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex101.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525017188/d916996dex101.htm)] | | | | | | [removed: Transition Services Agreement, dated as] [added: Form] of [removed: February 21, 2025, by] [added: Indemnification Agreement for Directors] and [removed: between] [added: Officers of] Western Digital Corporation [removed: and Sandisk Corporation] (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on [removed: February 24, 2025)#] [added: January 30, 2025)] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex102.htm)[0.8](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex102.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/106040/000010604025000038/exhibit21-subsidiariesofth.htm)] | | | | | | [removed: Tax Matters Agreement, dated as] [added: Subsidiaries] of [removed: February 21, 2025, by and between] Western Digital Corporation [removed: and Sandisk Corporation] (incorporated by reference to Exhibit [removed: 10.2] [added: 21] to the [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed by the Company on [removed: February 24, 2025)#] [added: August 14, 2025)] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex103.htm)[0.9](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex103.htm)] [added: [1](https://www.sec.gov/Archives/edgar/data/106040/000162828025053809/exhibit101-espp2025planame.htm)[0.11](https://www.sec.gov/Archives/edgar/data/106040/000162828025053809/exhibit101-espp2025planame.htm)] | | | | | | [removed: Employee Matters Agreement, dated as of February 21, 2025, by and between] Western Digital Corporation [added: Amended] and [removed: Sandisk Corporation] [added: Restated 2005 Employee Stock Purchase Plan, amended and restated as of August 27, 2025] (incorporated by reference to Exhibit [removed: 10.3 to] [added: 10.1 of] the Current Report on Form 8-K filed by the Company on [removed: February] [added: November] 24, [removed: 2025)#] [added: 2025)] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex105.htm)[0.11](https://www.sec.gov/Archives/edgar/data/0000106040/000119312525033383/d847507dex105.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/0000106040/000010604021000011/wdc-2021q2ex101.htm)[8](https://www.sec.gov/Archives/edgar/data/0000106040/000010604021000011/wdc-2021q2ex101.htm)] | | | | | | [removed: Transitional Trademark License Agreement, dated as of February 21, 2025, by and between] Western Digital Corporation [added: Amended] and [removed: Sandisk Corporation] [added: Restated 2017 Performance Incentive Plan, amended and restated as of August 11, 2020] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.1] to the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed by the Company on February [removed: 24, 2025)#] [added: 9, 2021)] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/0000106040/000010604021000011/wdc-2021q2ex101.htm)[0.13](https://www.sec.gov/Archives/edgar/data/0000106040/000010604021000011/wdc-2021q2ex101.htm)] [added: [10.8.1](https://www.sec.gov/Archives/edgar/data/0000106040/000010604021000011/wdc-2021q2ex104.htm)] | | | | | | [removed: Western Digital Corporation] [added: Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement – Vice President and Above, under the] Amended and Restated [added: Western Digital Corporation] 2017 Performance Incentive [removed: Plan, amended and restated as of August 11, 2020] [added: Plan] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.4] to the Quarterly Report on Form 10-Q filed by the Company on February 9, 2021) | | |

| [removed: [10.13.1](https://www.sec.gov/Archives/edgar/data/0000106040/000010604021000011/wdc-2021q2ex104.htm)] [added: [10.9.2](https://www.sec.gov/Archives/edgar/data/0000106040/000010604022000018/wdc-2022q2ex104.htm)] | | | | | | Form of [removed: Notice of] Grant [removed: of Restricted Stock Units and] [added: Notice for] Restricted Stock Unit Award [removed: Agreement] – Vice President and Above, under the [removed: Amended and Restated] Western Digital Corporation [removed: 2017 Performance] [added: 2021 Long-Term] Incentive Plan (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by the Company on February [removed: 9, 2021)] [added: 3, 2022)] | | |

| [removed: [10.14](https://www.sec.gov/Archives/edgar/data/106040/000119312525134885/d56417dex41.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/106040/000119312525134885/d56417dex41.htm)[9](https://www.sec.gov/Archives/edgar/data/106040/000119312525134885/d56417dex41.htm)] | | | | | | Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan, amended and restated as of May 28, 2025 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed by the Company on June 4, 2025) | | |

| [removed: [10.14.1](https://www.sec.gov/Archives/edgar/data/0000106040/000010604022000065/wdc-2023q1ex101.htm)] [added: [10.9.1](https://www.sec.gov/Archives/edgar/data/0000106040/000010604023000034/wdc-2024q1ex101.htm)] | | | | | | Form of [removed: Notice of] Grant [removed: of Performance Stock Units and] [added: Notice for] Performance Stock Unit Award [removed: Agreement] under the Western Digital Corporation 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company on November [removed: 2, 2022)] [added: 7, 2023)] | | |

| [removed: [10.14.2](https://www.sec.gov/Archives/edgar/data/0000106040/000010604023000034/wdc-2024q1ex101.htm)] [added: [1](https://www.sec.gov/Archives/edgar/data/106040/000162828025047613/exhibit101formofpsuagreeme.htm)[0.9.5](https://www.sec.gov/Archives/edgar/data/106040/000162828025047613/exhibit101formofpsuagreeme.htm)] | | | | | | Form of Grant Notice for Performance Stock Unit Award [added: Agreement] under the Western Digital Corporation 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company on [removed: November 7, 2023)] [added: October 31, 2025)] | | |

| [removed: [10.14.3](https://www.sec.gov/Archives/edgar/data/0000106040/000010604022000018/wdc-2022q2ex104.htm)] [added: [10.9.3](https://www.sec.gov/Archives/edgar/data/0000106040/000010604023000024/wdc-2023q4ex1023.htm)] | | | | | | Form of Grant Notice for Restricted Stock Unit Award – Vice President and Above, under the Western Digital Corporation [added: Amended and Restated] 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit [removed: 10.4] [added: 10.2(3)] to the [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] filed by the Company on [removed: February 3, 2022)] [added: August 22, 2023)] | | |

| [removed: [10.14.4](https://www.sec.gov/Archives/edgar/data/0000106040/000010604023000024/wdc-2023q4ex1023.htm)] [added: [10.9.4](https://www.sec.gov/Archives/edgar/data/0000106040/000010604024000040/a7cwdc-2025q1ex101.htm)] | | | | | | Form of Grant Notice for Restricted Stock Unit Award – Vice President and Above, under the Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit [removed: 10.2(3)] [added: 10.1] to the [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed by the Company on [removed: August 22, 2023)] [added: October 31, 2024)] | | |

| [removed: [10.14.5](https://www.sec.gov/Archives/edgar/data/0000106040/000010604024000040/a7cwdc-2025q1ex101.htm)] [added: [1](https://www.sec.gov/Archives/edgar/data/106040/000162828025047613/exhibit102wdc-nonxemployee.htm)[0.9.7](https://www.sec.gov/Archives/edgar/data/106040/000162828025047613/exhibit102wdc-nonxemployee.htm)] | | | | | | [removed: Form of Grant Notice for Restricted Stock Unit Award – Vice President and Above, under the] Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan [added: Non-Employee Director Restricted Stock Unit Grant Program, amended and restated as of August 27, 2025] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Quarterly Report on Form 10-Q filed by the Company on October [removed: 31, 2024)] [added: 30, 2025)] | | |