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)

Letter from Our Chair

Dear Fellow Stockholders:

It is a privilege to write to you once again as Chair of WD’s Board of Directors. In our first full year as an independent, hard disk drive (“HDD”)-focused company, WD has delivered outstanding performance: strong revenue growth, significant margin expansion and accelerated free cash flow, driven by disciplined execution and surging demand for high-capacity storage in the age of AI.

A Year Focused on Execution Against Our Strategy

As AI reshapes the global technology landscape, the need to store, protect, access and scale massive volumes of data has never been greater. WD is uniquely positioned at the center of that opportunity, with deep customer relationships, a leading high-capacity HDD portfolio, a technology roadmap designed to support the next generation of cloud and AI infrastructure and a strong team of Drivers. Business momentum is building across our entire portfolio, and our management team has executed on our strategy delivering strong revenue and margins amidst exceptional demand. Our focus on leading-edge innovation has been a driver of margin expansion and recognized in our relationships with hyperscaler and enterprise customers.

As we drive durable growth, our commitment to stockholders remains central to how we operate. We continued to generate strong free cash flow throughout fiscal 2026 and returned capital to stockholders through share repurchases and quarterly dividends. We have also strengthened our balance sheet, giving us the flexibility to invest in innovation and capital-efficient growth while continuing to reward the stockholders who have placed their trust in us.

Our current business enables sharper decision-making, faster execution and stronger profitability. While WD’s significant stock price appreciation in fiscal 2026 reflects the market’s recognition of this progress, our Board remains focused on translating today’s momentum into sustained, long-term value creation.

Board Composition Matched to Our Strategic Priorities

Our Board has thoughtfully assembled the right team and skillsets to oversee execution against our long-term strategy. In May 2026, we were excited to appoint Manuvir Das, a veteran technology executive and AI infrastructure leader, to our Board. He brings deep expertise in enterprise AI, data infrastructure and cloud computing, which are increasingly critical to WD’s long-term opportunities.

We regularly evaluate Board composition and succession planning. We carefully consider the skills and experiences of both new and current directors to promote alignment with our long-term strategy, risk profile and evolving market opportunities. I am proud to serve alongside such a distinguished Board committed to driving sustainable, long-term success for our stockholders in this exciting era for WD.

Strong Governance as a Cornerstone

Our Board is committed to maintaining the highest standards of corporate governance. As WD evolves, we continue to evaluate our corporate governance practices to foster thoughtful and comprehensive oversight. In 2026, our Board approved higher stock ownership thresholds for our Executive Leadership Team and Board effective July 2026. Throughout fiscal 2026, we continued our annual stockholder engagement program. Stockholder feedback remains a key input in our Board’s decision-making and helps ensure that our policies and practices remain aligned with investor expectations. Additionally, we remain focused on a compensation framework that supports both our immediate priorities and our long-term objectives, with a clear focus on driving stockholder value creation. Our executive compensation program is designed to attract and retain best-in-class talent, drive execution of our strategy and closely align pay outcomes with performance.

Commitment to Sustainability Leadership

We believe in leading by example and remain dedicated to operating responsibly by upholding integrity, accountability and transparency in everything we do. As AI infrastructure scales globally, we are closely overseeing material sustainability factors related to our business, such as energy demand, supply chain emissions, responsible sourcing and material use.

Our commitment to sustainability remains constant, and we are proud of our continued progress in driving measurable results.

We Ask for Your Support

We are honored to serve you, our stockholders, during this exciting chapter for WD. Fiscal 2026 has demonstrated the power of a focused company executing against a clear, durable demand opportunity. We thank you for your trust, engagement and investment. We welcome your input and ask for your support for each of the ballot items.

Sincerely,

MARTIN I. COLE

Chair of the Board

Matters to be Voted on

At the meeting, we will also consider any other business that may properly come before our annual meeting and any postponements or adjournments of the meeting.

By Order of our Board of Directors,

CYNTHIA LOCK TREGILLIS

Executive Vice President, Chief Legal Officer and Secretary October 5, 2026

Important notice regarding the availability of proxy materials for our annual meeting of stockholders to be held on November 20, 2026:

On or about October 5, 2026, proxy materials for the annual meeting, including the attached Proxy Statement and our Annual Report for the fiscal year ended July 3, 2026 (the “2026 Annual Report”), are being furnished to stockholders entitled to vote at the annual meeting. The Proxy Statement and 2026 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: concentration of revenue in our Cloud end market and among our top customers; our development and introduction of products based on new technologies and expansion into new data storage markets; our dependence on a limited number of qualified suppliers; difficulties or delays in manufacturing or other supply chain disruptions; the impact of long-term agreements; product defects; hiring and retention of key employees; risks associated with strategic initiatives, restructurings, acquisitions, divestitures, mergers, joint ventures and our strategic relationships; adverse global or regional conditions, including new or additional tariffs or trade restrictions, inflation, increases in interest rates and an economic recession; volatility in demand for our products; the competitive environment, including actions by our competitors and the impact of competitive products and pricing; risks associated with our use of artificial intelligence; compromise, damage or interruption from cybersecurity incidents or other data or system security risks; our debt and other financial obligations; changes in tax laws or unanticipated tax liabilities; any decisions to reduce or discontinue paying cash dividends or repurchasing shares of our common stock; fluctuations in currency exchange rates in connection with our international operations; risks associated with compliance with changing legal and regulatory requirements and the outcome of legal proceedings; risks associated with our goals relating to sustainability matters, including our ability to meet our greenhouse gas emissions reduction and other sustainability goals; our reliance on intellectual property and other proprietary information; 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, 2026 (the “2026 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.

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