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Item 9A. Controls and Procedures

2024-08-20 compared with 2023-08-22 · 52 added, 58 removed, 210 unchanged (34% of the section changed)

13 unchanged sentences

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the fourth quarter ended June 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting during the quarter ended June 28, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Effectiveness of Controls

8 unchanged sentences

Other Information

Insider Trading Arrangements

During the quarter ended June 28, 2024, the following directors or 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”):

• Kimberly E.

Alexy , a director of the Company, adopted a Rule 10b5-1 Plan on May 24, 2024 .

Under this plan, beginning on August 23, 2024, up to an aggregate of 4,963 shares of the Company’s common stock may be sold before the plan expires on February 24, 2025 .

Massengill , a director of the Company, adopted a Rule 10b5-1 Plan on May 30, 2024 .

Under this plan, beginning on August 29, 2024, up to an aggregate of 23,593 shares of the Company’s common stock may be sold before the plan expires on December 6, 2024 .

• David Goeckeler , Chief Executive Officer of the Company adopted a Rule 10b5-1 Plan on June 6, 2024 .

Under this plan, beginning on September 5, 2024, up to an aggregate of 300,000 shares of the Company’s common stock may be sold before the plan expires on December 31, 2024 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

There is incorporated herein by reference the information required by this Item included in the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of the year ended June 30, 2023.

There is incorporated herein by reference to the information required by this Item included in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of the year ended June 28, 2024.

In addition, our Board of Directors has adopted a Code of Business Ethics that applies to all of our directors, employees and officers, including our Chief Executive Officer and Chief Financial Officer.

2 unchanged sentences

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

Exhibits and Financial Statement Schedules

11 unchanged sentences

Number Description

Amended and Restated Certificate of Incorporation of Western Digital Corporation, as amended to date (Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on February 8, 2006)

Amended and Restated Certificate of Incorporation of Western Digital Corporation, as amended to date†

Certificate of Designations, Preferences and Rights of Series A Convertible Perpetual Preferred Stock (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

2 unchanged sentences

1-08703) with the Securities and Exchange Commission on February 12, 2021)

Description of Western Digital Corporation’s Capital Stock (Filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K (File No.

1-08703) with the Securities and Exchange Commission on August 27, 2021)

Description of Western Digital Corporation’s Capital Stock†

Indenture (including Form of 4.750% Senior Notes due 2026), dated as of February 13, 2018, among Western Digital Corporation;

5 unchanged sentences

1-08703) with the Securities and Exchange Commission on June 21, 2023)

Indenture (including Form of 1.50% Convertible Senior Notes due 2024), dated as of February 13, 2018, among Western Digital Corporation;

HGST, Inc., WD Media, LLC, Western Digital (Fremont), LLC and Western Digital Technologies, Inc., as guarantors;

Bank National Association, as trustee (Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No.

333-222762) with the Securities and Exchange Commission on February 13, 2018)

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

Bank National Association, as trustee (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on July 1, 2022)

Second Supplemental Indenture, dated as of April 26, 2024, between Western Digital Corporation, SanDisk Corporation, a subsidiary of the Company, SanDisk Technologies, Inc., a subsidiary of Western Digital Technologies, Inc.

Bank Trust Company, National Association, as successor in interest to U.S.

Bank National Association, as trustee†

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

4 unchanged sentences

1-08703) with the Securities and Exchange Commission on December 10, 2021)

Indenture (including Form of 3.00% Convertible Senior Notes due 2028), dated as of November 3, 2023 (the “Indenture”), among (i) Western Digital Corporation, (ii) Western Digital Technologies, Inc., as guarantor, and (iii) U.S.

Bank Trust Company, National Association, as trustee (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on November 3, 2023)

First Supplemental Indenture, dated as of April 26, 2024, between (i) Western Digital Corporation, (ii) SanDisk Corporation, (iii) SanDisk Technologies, Inc., a subsidiary of Western Digital Technologies, Inc.

and (iv) U.S.

Bank Trust Company, National Association, as trustee†

Western Digital Corporation Amended and Restated 2017 Performance Incentive Plan, amended and restated as of August 11, 2020 (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on February 9, 2021)*

Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement – Financial Measures, under the Amended and Restated Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on February 9, 2021)*

Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement – TSR Measure, under the Amended and Restated Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on February 9, 2021)*

Form of Notice and Grant of Performance Stock Units and Performance Stock Unit Award Agreement- Financial Measure, under the Amended and Restated Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

2 unchanged sentences

1-08703) with the Securities and Exchange Commission on November 4, 2021)*

Western Digital Corporation Amended and Restated 2017 Performance Incentive Plan Non-Employee Director Restricted Stock Unit Grant Program, amended and restated as of August 16, 2021 (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on November 4, 2021)*

Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement - Vice President and Above under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on November 6, 2018)*

1-08703) with the Securities and Exchange Commission on November 12, 2019)*

Number Description

Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement – Vice President and Above, under the Amended and Restated Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Filed No.

2 unchanged sentences

1-08703) with the Securities and Exchange Commission on November 4, 2021)*

Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on November 6, 2018)*

Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan, amended and restated as of August 25, 2022 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-08703) with the Securities and Exchange Commission on November 17, 2023)*

1 unchanged sentence

1-08703) with the Securities and Exchange Commission on November 2, 2022)*

Form of Grant Notice for Performance Stock Unit Award under the Western Digital Corporation 2021 Long-Term Incentive Plan (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on November 7, 2023)*

Number Description

Form of Grant Notice for Restricted Stock Unit Award – Vice President and Above, under the Western Digital Corporation 2021 Long-Term Incentive Plan (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on February 3, 2022)*

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†*

Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan Non-Employee Director Restricted Stock Unit Grant Program, amended and restated as of May 23, 2023†*

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 (Filed as Exhibit 10.2(3) to the Company’s Annual Report on Form 10-K (File No.

1-08703) with the Securities and Exchange Commission on August 22, 2023)*

Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan Non-Employee Director Restricted Stock Unit Grant Program, amended and restated as of May 23, 2023 (Filed as Exhibit 10.2(4) to the Company’s Annual Report on Form 10-K (File No.

1-08703) with the Securities and Exchange Commission on August 22, 2023)*

Western Digital Corporation Executive Short-Term Incentive Plan (supersedes the Western Digital Corporation Executive Short-Term Incentive Plan dated August 7, 2019), dated February 9, 2021 (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10‑Q (File No.

12 unchanged sentences

1-08703) with the Securities and Exchange Commission on November 8, 2002)*

Form of Indemnification Agreement entered into between SanDisk Corporation and its directors and officers (Filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K (File No.

1-08703) with the Securities and Exchange Commission on August 24, 2018)*

Offer Letter, dated as of February 18, 2020, to David Goeckeler (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

12 unchanged sentences

1-08703) with the Securities and Exchange Commission on May 10, 2023)

Number Description

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

14 unchanged sentences

1-08703) with the Securities and Exchange Commission on June 21, 2023)

Loan Agreement, dated as of January 25, 2023, by and among Western Digital Corporation, each lender party thereto, J.P.

Morgan Chase Bank, N.A.

as administrative agent and the other parties thereto (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on January 31, 2023)

Amendment No.

1, dated as of June 20, 2023, to the Loan Agreement, dated as of January 25, 2023, by and among Western Digital Corporation, each lender party thereto, JPMorgan Chase Bank, N.A.

as Administrative Agent and the other parties thereto (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on June 21, 2023)

Amendment No.

2, dated as of June 20, 2023, to the Loan Agreement, dated as of January 25, 2023, by and among Western Digital Corporation, each lender party thereto, JPMorgan Chase Bank, N.A.

as Administrative Agent and the other parties thereto (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on June 21, 2023)

Guaranty, dated as of June 20, 2023, by and among Western Digital Corporation, Western Digital Technologies, Inc.

and JPMorgan Chase Bank, N.A.

as Administrative Agent (Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on June 21, 2023)

3, dated as of June 11, 2024, to the Amended and Restated Loan Agreement dated as of January 7, 2022 by and among Western Digital Corporation, each lender party thereto, J.P.

Morgan Chase Bank, N.A.

as Administrative Agent and the other parties thereto†

Number Description

Guaranty, dated as of June 20, 2023, by and among Western Digital Corporation, Western Digital Technologies, Inc.

2 unchanged sentences

1-08703) with the Securities and Exchange Commission on June 21, 2023)

Assumption and Supplement to Guaranty Agreement, dated as of April 26, 2024, made by each of (i) SanDisk Technologies, Inc.

and (ii) SanDisk Corporation†

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

1 unchanged sentence

1-08703) with the Securities and Exchange Commission on June 21, 2023)

Security Agreement, dated as of June 20, 2023, by and among Western Digital Corporation, Western Digital Technologies, Inc.

and JPMorgan Chase Bank, N.A.

as Collateral Agent (Filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on June 21, 2023)

Assumption and Supplemental Security Agreement, dated as of April 26, 2024, from SanDisk Corporation and SanDisk Technologies, Inc.

to JPMorgan Chase Bank, N.A., as collateral agent for the Secured Parties†

Flash Alliance, Master Agreement dated as of July 7, 2006, by and among SanDisk Corporation, Toshiba Corporation and SanDisk (Ireland) Limited (Filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No.

2 unchanged sentences

1-08703) with the Securities and Exchange Commission on February 3, 2022)##

Joint Venture Restructure Agreement, dated as of January 29, 2009, by and among SanDisk Corporation, SanDisk (Ireland) Limited, SanDisk (Cayman) Limited, Toshiba Corporation, Flash Partners Limited and Flash Alliance Limited (Filed as Exhibit 10.1 to SanDisk Corporation’s Quarterly Report on Form 10-Q (File No.

000-26734) with the Securities and Exchange Commission on May 7, 2009)#

Joint Venture Restructure Agreement, dated as of January 29, 2009, by and among SanDisk Corporation, SanDisk (Ireland) Limited, SanDisk (Cayman) Limited, Toshiba Corporation, Flash Partners Limited and Flash Alliance Limited (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on April 30, 2024)##

New Y2 Facility Agreement, dated October 20, 2015, by and among SanDisk Corporation, SanDisk (Ireland) Limited, SanDisk (Cayman) Limited, SanDisk Flash B.V., Toshiba Corporation, Flash Partners Limited, Flash Alliance Limited and Flash Forward Limited (Filed as Exhibit 10.37 to SanDisk Corporation’s Annual Report on Form 10-K (File No.

5 unchanged sentences

1-08703) with the Securities and Exchange Commission on February 6, 2018)#

Number Description

K1 Facility Agreement, dated as of May 15, 2019, by and among Western Digital, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Flash Partners, Ltd., Flash Alliance, Ltd., Flash Forward Ltd., Toshiba Memory Corporation and Toshiba Memory Corporation Iwate (Filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K (File No.

17 unchanged sentences

1-08703) with the Securities and Exchange Commission on August 25, 2022)##

Equity Purchase Agreement, dated as of March 4, 2024, by and among SanDisk China Limited and JCET Management Co., Ltd.

(Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on April 30, 2024)##

Number Description

Form of Confirmation for Capped Call Transactions (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on November 3, 2023)

Policy Regarding Insider Trading and Unauthorized Disclosures†

Subsidiaries of Western Digital Corporation†

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Western Digital Corporation Compensation Recovery (Clawback) Policy†

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

40 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures