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Item 9A. Controls and Procedures

2025-08-14 compared with 2024-08-20 · 91 added, 163 removed, 99 unchanged (72% of the section changed)

25 unchanged sentences

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 .

During the quarter ended June 27, 2025, the following 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”):

• Irving Tan , Chief Executive Officer of the Company adopted a Rule 10b5-1 Plan on May 12, 2025 .

Under this plan, up to an aggregate of 80,000 shares of the Company’s common stock may be sold before the plan expires on May 26, 2026 .

• Cynthia Tregillis , Executive Vice President, Chief Legal Officer and Secretary of the Company, adopted a Rule 10b5-1 Plan on May 23, 2025 .

Under this plan, up to an aggregate of 17,502 shares of the Company’s common stock may be sold before the plan expires on May 26, 2026 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

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.

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

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

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

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

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

Certain Relationships and Related Transactions, and Director Independence

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

Principal Accountant Fees and Services

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

Exhibits and Financial Statement Schedules

11 unchanged sentences

Number Description

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.

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

Amended and Restated By-Laws of Western Digital Corporation, as amended effective as of February 10, 2021 (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

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

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

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

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

Separation and Distribution Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company on February 24, 2025)#

Amended and Restated Certificate of Incorporation of Western Digital Corporation, as amended to date (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed by the Company on August 20, 2024)

Certificate of Designations, Preferences and Rights of Series A Convertible Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on February 1, 2023)

Amended and Restated Bylaws of 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 March 13, 2025)

Description of Western Digital Corporation’s Capital Stock (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed by the Company on August 20, 2024)

Indenture (including Form of 4.750% Senior Notes due 2026), 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 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on February 13, 2018)

First Supplemental Indenture, dated as of June 20, 2023, by and among Western Digital Technologies, Inc.

Bank Trust Company, National Association, as Trustee (Filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No.

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

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 trustee (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by the Company on June 21, 2023)

Second Supplemental Indenture, dated as of April 26, 2024, between Western Digital Corporation, SanDisk Corporation, SanDisk Technologies, Inc., and U.S.

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

Bank National Association, as trustee†

Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K filed by the Company on August 20, 2024)

Indenture, dated as of December 10, 2021, 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 December 10, 2021)

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on December 10, 2021)

First Supplemental Indenture (including Form of 2.850% Senior Notes due 2029 and Form of 3.100% Senior Notes due 2032), dated as of December 10, 2021, between Western Digital Corporation and U.S.

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

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

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Company 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 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.

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

Form of Notice and 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 November 4, 2021)*

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.

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

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 10.3 to the Company’s Quarterly Report on Form 10-Q (File No.

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

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)*

Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement 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 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 (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.

1-08703) with the Securities and Exchange Commission on May 6, 2021)*

Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan, amended and restated as of August 25, 2022 (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 November 18, 2022)*

Amended and Restated Deferred Compensation Plan, amended and restated effective January 1, 2013 (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 2, 2012)*

Western Digital Corporation Amended and Restated Change in Control Severance Plan, amended and restated as of May 24, 2021 (Filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K (File No.

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

Western Digital Corporation Amended and Restated Executive Severance Plan, amended and restated as of May 24, 2021 (Filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K (File No.

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

Form of Indemnity Agreement for Directors of Western Digital Corporation (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 8, 2002)*

Form of Indemnity Agreement for Officers of Western Digital Corporation (Filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No.

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

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.

1-08703) with the Securities and Exchange Commission on May 8, 2020)*

Offer Letter, dated as of December 14, 2021, to Wissam Jabre (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 May 4, 2022)*

Amended and Restated Letter Agreement, dated January 31, 2023, by and between Western Digital Corporation and Elliott Investment Management L.P.

(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 February 1, 2023)

Investment Agreement, dated January 31, 2023, by and between Western Digital Corporation and AP WD Holdings, L.P.

(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 May 10, 2023)

Investment Agreement, dated January 31, 2023, by and among Western Digital Corporation, Elliott Associates, L.P.

and Elliott International, L.P.

(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 May 10, 2023)

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

and Elliott International, L.P.

(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 February 1, 2023)

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 (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 May 4, 2022)

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K 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., and (iv) U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.8 to the Annual Report on Form 10-K filed by the Company on August 20, 2024)

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)

Amendment No.

1 unchanged sentence

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 December 23, 2022)

as Administrative Agent and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on December 23, 2022)

Amendment No.

1 unchanged sentence

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 June 21, 2023)

as Administrative Agent and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on June 21, 2023)

Amendment No.

1 unchanged sentence

Morgan Chase Bank, N.A.

as Administrative Agent and the other parties thereto†

Number Description

as Administrative Agent and the other parties thereto (incorporated by reference to Exhibit 10.16(3) to the Annual Report on Form 10-K filed by the Company on August 20, 2024)

Amendment No.

4, dated as of February 20, 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 thereto (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by the Company on February 24, 2025)#

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 thereto†

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)

as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on June 21, 2023)

Number Description

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

and (ii) SanDisk Corporation†

and (ii) SanDisk Corporation (incorporated by reference to Exhibit 10.17(1) to the Annual Report on Form 10-K filed by the Company on August 20, 2024)

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 10.6 to the Company’s Current Report on Form 8-K (File No.

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

as collateral agent (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the Company 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.

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

Operating Agreement of Flash Alliance, Ltd., dated as of July 7, 2006, by and between Toshiba Corporation and SanDisk (Ireland) Limited (Filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No.

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 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.

000-26734) with the Securities and Exchange Commission on February 12, 2016)#

FAL Commitment and Extension Agreement, dated as of December 12, 2017, by and among Western Digital Corporation, SanDisk LLC, SanDisk (Ireland) Limited and Toshiba Memory Corporation (Filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No.

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

Y6 Facility Agreement, dated as of December 12, 2017, by and among Western Digital Corporation, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Flash Partners, Ltd., Flash Alliance, Ltd., Flash Forward, Ltd.

and Toshiba Memory Corporation (Filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No.

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

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.

1-08703) with the Securities and Exchange Commission on August 27, 2019)##

Confidential Settlement and Mutual Release Agreement, dated as of December 12, 2017, by and among Western Digital Corporation, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Toshiba Corporation and Toshiba Memory Corporation (Filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (File No.

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

Confidential Settlement and Mutual Release Agreement, dated as of December 12, 2017, by and among Western Digital Corporation, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Bain Capital Private Equity, L.P., BCPE Pangea Cayman, L.P., BCPE Pangea Cayman2, Ltd., Bain Capital Fund XII, L.P., Bain Capital Asia Fund III, L.P.

Pangea (Filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (File No.

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

Flash Forward Master Agreement, dated as of July 13, 2010, entered into by and among, on one side, Toshiba Corporation and, on the other side, SanDisk Corporation, and SanDisk Flash B.V.

(Filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K (File No.

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

Operating Agreement of Flash Forward, Ltd, dated as of March 1, 2011, between Toshiba Corporation and SanDisk Flash B.V.

(Filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K (File No.

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

FFL Commitment and Extension Agreement, dated as of December 12, 2017, by and among Toshiba Memory Corporation, Western Digital Corporation, SanDisk LLC and SanDisk Flash B.V.

(Filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K (File No.

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

FFL Second Commitment and Extension Agreement, dated as of May 15, 2019, by and among Toshiba Memory Corporation, Toshiba Memory Iwate Corporation, Western Digital Corporation, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Flash Partners, Ltd., Flash Alliance, Ltd., and Flash Forward, Ltd.

(Filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K (File No.

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)##

to JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to Exhibit 10.18(1) to the Annual Report on Form 10-K filed by the Company on August 20, 2024)

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)

Amended and Restated Letter Agreement, dated January 31, 2023, by and between Western Digital Corporation and Elliott Investment Management L.P.

(incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on February 1, 2023)

Investment Agreement, dated January 31, 2023, by and among Western Digital Corporation, Elliott Associates, L.P.

and Elliott International, L.P.

(incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by the Company on May 10, 2023)

Transition Services Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on February 24, 2025)#

Tax Matters Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on February 24, 2025)#

Employee Matters Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on February 24, 2025)#

Intellectual Property Cross-License Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on February 24, 2025)#

Transitional Trademark License Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Company on February 24, 2025)#

Stockholder’s and Registration Rights Agreement, dated as of February 21, 2025, by and between Western Digital Corporation and Sandisk Corporation (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the Company on February 24, 2025)#

Western Digital Corporation Amended and Restated 2017 Performance Incentive Plan, amended and restated as of August 11, 2020 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company on February 9, 2021)**

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 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by the Company on February 9, 2021)**

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)**

Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award 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 2, 2022)**

Form of Grant Notice for Performance Stock Unit Award 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 7, 2023)**

Form of Grant Notice for Restricted Stock Unit Award – Vice President and Above, under the Western Digital Corporation 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 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 (incorporated by reference to Exhibit 10.2(3) to the Annual Report on Form 10-K filed by the Company on August 22, 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 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company on October 31, 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†

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 (incorporated by reference to Exhibit 10.2(4) to the Annual Report on Form 10-K filed by the Company 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 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10‑Q filed by the Company on May 6, 2021)**

Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan, amended and restated as of May 28, 2025 (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 filed by the Company on June 4, 2025)**

Western Digital Corporation Deferred Compensation Plan, amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by the Company on November 2, 2012)**

Amendment No.

1, effective December 1, 2024, to the Western Digital Corporation Deferred Compensation Plan, amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by the Company on January 31, 2025)**

Western Digital Corporation Amended and Restated Change in Control Severance Plan, amended and restated as of March 13, 2025 (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q filed by the Company on May 2, 2025)**

Western Digital Corporation Amended and Restated Executive Severance Plan, amended and restated as of May 24, 2021 (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed by the Company on August 27, 2021)**

Form of Indemnification Agreement for Directors and Officers of Western Digital Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on January 30, 2025)**

Offer Letter, dated as of February 11, 2025, to Irving Tan (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q filed by the Company on May 2, 2025)**

Offer Letter, dated as of May 1 2025, to Kris Sennesael†**

Amended and Restated Offer Letter, dated as of April 18, 2025, to Ahmed Shihab (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q filed by the Company on May 2, 2025)**

Policy Regarding Insider Trading and Unauthorized Disclosures (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed by the Company on August 20, 2024)

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.

101.SCH XBRL Taxonomy Extension Schema Document†

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document†

101.LAB XBRL Taxonomy Extension Label Linkbase Document†

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document†

101.DEF XBRL Taxonomy Extension Definition Linkbase Document†

Western Digital Corporation Compensation Recovery (Clawback) Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by the Company on August 20, 2024)

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.

XBRL Taxonomy Extension Schema Document†

XBRL Taxonomy Extension Calculation Linkbase Document†

XBRL Taxonomy Extension Label Linkbase Document†

XBRL Taxonomy Extension Presentation Linkbase Document†

XBRL Taxonomy Extension Definition Linkbase Document†

Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101

2 unchanged sentences

** Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to applicable rules of the Securities and Exchange Commission.

# Pursuant to a request for confidential treatment, certain portions of this exhibit have been redacted from the publicly filed document and have been furnished separately to the Securities and Exchange Commission as required by Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

## As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed document.

# Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S.

Securities and Exchange Commission upon request.

Form 10-K Summary

7 unchanged sentences

Signature Title Date

Goeckeler Chief Executive Officer, Director

/s/ Irving Tan Chief Executive Officer, Director

(Principal Executive Officer) August 13, 2025

/s/ Wissam Jabre Executive Vice President and Chief Financial Officer

/s/ Kris Sennesael Executive Vice President and Chief Financial Officer

(Principal Financial Officer) August 13, 2025

Kris Sennesael

/s/ Gene Zamiska Senior Vice President, Global Accounting and Chief Accounting Officer

(Principal Accounting Officer) August 13, 2025

/s/ Matthew E.

Massengill Chairman of the Board August 19, 2024

/s/ Martin I.

Cole Chair of the Board August 13, 2025

/s/ Kimberly E.

Alexy Director August 13, 2025

/s/ Thomas Caulfield Director August 19, 2024

Thomas Caulfield

/s/ Martin I.

Cole Director August 19, 2024

/s/ Tunҫ Doluca Director August 13, 2025

Rayman Director August 19, 2024

/s/ Bruce Kiddoo Director August 13, 2025

/s/ Matthew E.

Massengill Director August 13, 2025

/s/ Roxanne Oulman Director August 13, 2025

Roxanne Oulman

/s/ Stephanie A.

Streeter Director August 13, 2025

/s/ Miyuki Suzuki Director August 19, 2024

Miyuki Suzuki

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