Western Digital (WDC) 424B7Prospectus with selling stockholder info

All securities offered hereby are for the account of the selling stockholders named in the prospectus supplement to the Registration Statement No. 333-259102 on Form S-3. In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional shares to be offered or issued from stock splits, stock dividends or similar transactions with respect to the shares being registered.

Pursuant to Rules 457(c) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is estimated as an amount equal to $1,416,520,000, calculated as the product of (i) 28,000,000 (the maximum amount of common stock issuable upon conversion of the preferred stock that is being registered on this Form S-3), multiplied by (ii) $50.59 per share of common stock, which is the average of the high and low prices of the common stock, as reported on The Nasdaq Stock Market LLC as of December 18, 2023.

Consists of up to 28,000,000 shares of common stock issuable upon conversion of the preferred stock being registered under this Registration Statement.

The shares of our common stock issuable upon conversion of the preferred stock will be issued for no additional consideration and therefore, no additional registration fee is required pursuant to Rule 457(i) under the Securities Act.