WESTERN DIGITAL CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Western Digital Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Our strategy across six major strategic pillars:

Enhanced Customer FocuslDeepen customer advocacy to build lasting relationships lEnhance engagement to best understand and serve customer needs lAim to be the vendor of choice through tailored solutions

Driving the Future of Data StorageAt Western Digital, our vision is to unleash the power and value of data. For decades, we have been at the forefront of storage innovation, which fuels our mission to be the market leader in data storage, delivering solutions for now and the future. We are committed to providing scalable, sustainable technology for the world’s hyperscalers, enterprises and cloud providers, and building cutting-edge innovation designed to drive the next generation of AI-driven data workloads.Hard disk drives (“HDDs”) are the foundation of the data economy, and our relentless dedication to innovation is driving the future of data storage. As data volumes surge at unprecedented rates, businesses face increasing pressure to balance capacity, performance, cost and sustainability. Western Digital offers a clear path forward—with advancements in technology, our predictable capacity leadership reduces total cost of ownership and ensures smooth technology transitions. We work hand in hand with our customers to create solutions that meet evolving demands, enabling HDDs to truly set the foundation for the data economy. With Western Digital, the future of storage is secure, efficient and built to scale.All that we do is powered by our people, who are united in a common purpose of creating meaningful solutions that move the world forward.Our ValueslCustomers: Enabling all customers to succeedlResults: Making progress and achieving goals lConnection: Collaborating as one supportive team lExcellence: Doing our best and doing what's right lInnovation: Inventing in big and small ways

Product and Technology LeadershiplDeliver the best total cost of ownershiplLead with differentiated IP and proprietary technologieslDisciplined product management to prioritize consistent innovation

Innovation and GrowthlExplore adjacent markets to unlock new revenue streamslExpand presence in high-growth global marketslIncubate emerging technologies to stay ahead of market trends

Operational ExcellencelImprove margin profile through cost optimization lExecute with precision to deliver consistent resultslOptimize operations to enhance agility and scale

Rigorous Financial DisciplinelSet ambitious financial performance targets lExecute disciplined capital allocation strategylMaintain clear and consistent communication with investors

High Performance TeamslBuild the right capabilities to support our strategic goals lLeverage seasoned leadership team with a proven track recordlFoster a high-performance culture rooted in our values

Letter from Our Chair

Dear Fellow Stockholders:

It is a privilege to write to you for the first time as the new Chair of Western Digital’s Board of Directors. This year marks a significant milestone as we hold our first Annual Meeting following the successful separation of our flash business, Sandisk, on February 21, 2025 (the “Separation”) while also continuing to drive strong performance for our customers, employees and stockholders.

Driving Long-Term Value with a Clear Vision and Commitment to Stockholders

Artificial intelligence (“AI”) is ushering in a new era of data growth by fundamentally changing how data is created, collected, processed and stored and, importantly, valued. It is an exciting time for our company as we build on our strong foundational business to be the backbone of the world’s data infrastructure and to capitalize on the exponential growth of data storage demand in the age of AI. The exceptional cost-efficiency and reliability of our HDD technology position us to realize the accelerating opportunities for mass storage, which continues to drive secular growth as our largest addressable market.

In fiscal 2025, Western Digital demonstrated disciplined execution and resilience. We remained focused on optimizing our operations, investing in product innovation and capitalizing on the explosive growth of data. Western Digital continues to be an unmatched partner for mass data storage needs as we deliver high capacity drives with improved performance, energy efficiency and lowest total cost of ownership.

Our commitment to stockholders remains a priority as we deliver on our capital allocation strategy to reinvest in our business, reduce debt and return cash to stockholders. We have already taken significant steps to strengthen our balance sheet and have initiated a quarterly dividend and authorized a share repurchase program.

We are encouraged by our recent performance that indicates our more focused structure will enable stronger profitability, faster decision-making and

enhanced long-term value creation. Despite geopolitical and trade uncertainty, we believe that demand for our portfolio remains robust and allows us to effectively plan for our future. We look ahead with confidence for fiscal 2026 and beyond.

Guided by a Board Strategically Aligned for Our Future

We are thrilled to have appointed and now nominate Bruce E. Kiddoo, Roxanne Oulman and Irving Tan to our Board. These accomplished leaders bring critical expertise in innovation, finance and our industry, strengthening the Board’s ability to oversee and support strategic priorities. As part of our ongoing Board refreshment, we have carefully considered the skills and experiences of both new and current directors to ensure alignment with our long-term strategy. I am proud to serve alongside such a distinguished Board committed to driving long-term success for our stockholders.

Strong Governance and a Foundation of Accountability

Corporate governance excellence remains a cornerstone of our company. We demonstrated this principle through the successful execution of succession planning and the commitment to strong, independent Board oversight around the Separation. In fiscal 2025, we continued to regularly engage with our stockholders on our business, governance, executive compensation, sustainability and other topics of interest to solicit feedback, which remains a key input in our Board’s decision-making.

Our executive compensation strategy is rooted in our core philosophy: attracting and retaining best-in-class talent while closely aligning pay with performance. Throughout the Separation and subsequent leadership transitions, we have maintained a compensation framework that supports both our immediate priorities and long-term objectives, with a clear focus on driving stockholder value creation.

Commitment to Transparency and Sustainable Business Practices

Western Digital is committed to operating with transparency and integrating corporate responsibility into all facets of our strategy. We are proud of our continued progress on environmental and social initiatives, including advancing toward our climate targets and strengthening our responsible sourcing, labor and safety programs. We remain committed to developing top talent and building a future-ready workforce equipped to thrive in an evolving digital landscape.

Our fiscal 2025 sustainability goals, revised to account for the Separation, are designed to support our strategy of innovating with technology to drive positive impact. Our efforts are focused on driving measurable results. Our re-commitment to ambitious science-based emission reduction targets and reducing waste and water usage advance our progress towards a sustainable future and business.

We are proud of the strides made in our circular economy strategies, advancing rare earth element recovery from HDDs, expanding our use of recycled materials in our products and ramping up reuse and recertification efforts globally.

We Ask for Your Support

We are honored to serve you, our stockholders, during this exciting new era for Western Digital. We thank you for your trust, your engagement and your investment. We welcome your input and ask for your support for our voting recommendations at our Annual Meeting.

Sincerely,

MARTIN I. COLEChair of the Board

Notice of Annual Meeting of Stockholders

Western Digital Corporation5601 Great Oaks ParkwaySan Jose, California 95119

TimeOnline check-in begins:7:45 a.m. Pacific TimeMeeting begins:8:00 a.m. Pacific Time

LocationOur annual meeting will be a completely virtual meeting of stockholders that will provide stockholders comparable rights and opportunities to participate as they would have at an in-person meeting. To participate, vote or submit questions during the annual meeting via live webcast, please visit: www.virtualshareholdermeeting.com/WDC2025. Please see the section entitled “Additional Information— General Information About the Annual Meeting—Virtual Annual Meeting” for additional information.

Who Can VoteHolders of record of shares of our common stock and Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stock”) at the close of business on September 22, 2025 will be entitled to notice of and to vote, together as a single class, at our annual meeting and any postponements or adjournments of the meeting.

Important notice regarding the availability of proxy materials for our annual meeting of stockholders to be held on November 20, 2025:

On or about October 6, 2025, proxy materials for the annual meeting, including the attached Proxy Statement and our Annual Report for the fiscal year ended June 27, 2025 (the “2025 Annual Report”), are being furnished to stockholders entitled to vote at the annual meeting. The Proxy Statement and 2025 Annual Report are available on our Investor Relations website at investor.wdc.com. You can also view these materials at www.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials.

Disclaimers

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words, such as “may,” “will,” “could,” “would,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast,” and the like, or the use of future tense. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. Examples of forward-looking statements include, but are not limited to, statements concerning our business strategy and strategic priorities, our ability to execute our strategy, our future financial performance, our plans for our corporate responsibility and sustainability program, including our emissions reduction targets, renewable energy, waste and water use goals, and our policies and reporting in the area of human rights and inclusion efforts. These forward-looking statements are based on management’s current expectations as of the date of this Proxy Statement and are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to: adverse global or regional conditions, including new or additional tariffs or trade restrictions; our dependence on a limited number of qualified suppliers; volatility in demand for our products; the impact of business and market conditions, including inflation, increases in interest rates and an economic recession; the outcome and impact of our completed Separation of our HDD and flash businesses; the impact of competitive products and pricing; our development and introduction of products based on new technologies and expansion into new data storage markets; risks associated with cost saving initiatives, restructurings, acquisitions, divestitures, mergers, joint ventures and our strategic relationships; difficulties or delays in manufacturing or other supply chain disruptions; hiring and retention of key employees; our level of debt and other financial obligations; changes to our relationships with key customers; compromise, damage or interruption from cybersecurity incidents or other data system security risks; actions by competitors; any decisions to reduce or discontinue paying cash dividends or repurchasing shares of our common stock; our ability to achieve our greenhouse gas emissions reduction and other sustainability goals; the impact of international conflicts; risks associated with compliance with changing legal and regulatory requirements and the outcome of legal proceedings; and other risks and uncertainties listed in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K filed with the SEC on August 14, 2025 (the “2025 Annual Report on Form 10-K”), to which your attention is directed. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we do not intend, and undertake no obligation, to update or revise these forward-looking statements to reflect new information or events, except as required by law. Furthermore, certain statements in this Proxy Statement, particularly pertaining to our sustainability performance, goals and initiatives, are subject to additional risks and uncertainties, including regarding: gathering and verification of information and related methodological considerations; our ability to implement various initiatives under expected timeframes, cost and complexity; our dependency on third parties to provide certain information and to comply with applicable laws and policies; our reference to various reporting standards and frameworks (including standards for the measurement of underlying data), which continue to evolve; and other unforeseen events or conditions. These factors, as well as others, may cause results to differ materially and adversely from those expressed in any of our forward-looking statements. Additionally, we may provide information herein that is not necessarily “material” under the federal securities laws for SEC reporting purposes but that is informed by various standards and frameworks (including standards for the measurement of underlying data) and the interest of various stakeholders. However, we cannot guarantee strict adherence to framework recommendations and much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change, and our disclosures based on these frameworks may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policy, or other factors, some of which may be beyond our control.

Website References

You may also access additional information about Western Digital at investor.wdc.com. References to our website throughout this Proxy Statement are provided for convenience only, and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this Proxy Statement.