[Form 4] Western Digital Corp. Insider Trading Activity

Rhea-AI Filing Summary

Brian Scott Davis, Chief Sales & Mrktg Officer of Western Digital Corp. (WDC), reported changes in beneficial ownership dated 08/20/2025. Dividend equivalent rights tied to vested restricted stock units were converted one-for-one into common shares and fractional amounts were settled in cash. Following the conversion, 131,333 shares were recorded as acquired. Separately, 4,836 shares were withheld to satisfy tax withholding obligations at a reported price of $75.64, leaving 126,497 shares beneficially owned after the transactions. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Davis on 08/21/2025.

Positive

• Dividend equivalent rights converted to common shares, increasing reported holdings before tax withholding
• Tax obligations satisfied via share withholding, a routine and administratively efficient settlement method

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider reporting following RSU vesting; shares issued from dividend equivalents and withholding used to satisfy taxes.

The filing documents a common governance event: dividend equivalent rights associated with vested restricted stock units were converted into common stock on a one-for-one basis, and fractional rights were settled in cash. The reporting person then had 4,836 shares withheld to meet tax obligations at $75.64 per share. This is a standard equity compensation settlement and tax-withholding mechanism consistent with Rule 16b-3(e).

Securities/Compensation Analyst

TL;DR: Compensation-related share issuance increased insider stake then reduced it via tax-withholding; transaction is non-cash for the company.

The conversion of dividend equivalent rights into 131,333 shares increases the insider's reported holdings before withholding. Withholding of 4,836 shares at $75.64 reduced the net beneficial ownership to 126,497 shares. No cash purchase or sale by open-market trade is reported; the movements arise from equity compensation settlement and tax withholding, which are ordinary, non-disruptive events for investors.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Davis Brian Scott

(Last) (First) (Middle)

C/O WESTERN DIGITAL CORPORATION

5601 GREAT OAKS PARKWAY

(Street)

SAN JOSE CA 95119

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTERN DIGITAL CORP [ WDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Sales & Mrktg Off

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2025		M		14(1)	A	$0.0	131,333	D
Common Stock	08/20/2025		F		4,836(2)	D	$75.64	126,497	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Rights	(1)	08/20/2025		M			16.4606	(1)	(1)	Common Stock	16.4606	$0.0	132.0094	D

Explanation of Responses:

1. The dividend equivalent rights were converted into, and paid in the form of, shares of the Issuer's common stock on a one-for-one basis in connection with the vesting of restricted stock units to which the dividend equivalent rights relate. A cash amount was also paid to the holder to settle a fractional dividend equivalent right.

2. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

	By: /s/ Sandra Garcia Attorney-in-Fact For: Brian Scott Davis	08/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did the WDC Form 4 filed for Brian Scott Davis report?

The Form 4 reports conversion of dividend equivalent rights into 131,333 common shares and withholding of 4,836 shares for taxes, leaving 126,497 shares beneficially owned.

Why were shares withheld in the WDC insider filing?

Shares were withheld to pay the reporting person's tax obligation related to the vesting of restricted stock units, as noted in the filing and consistent with Rule 16b-3(e).

What price was reported for the shares withheld in the WDC Form 4?

The filing states a withholding price of $75.64 per share for the 4,836 shares withheld to satisfy taxes.

Did Brian Scott Davis purchase or sell WDC shares in the open market?

No open-market purchase or sale is reported; the changes arose from conversion of dividend equivalent rights and share withholding for taxes.

When were these transactions reported for WDC insiders?

The transactions occurred on 08/20/2025 and the Form 4 was signed on 08/21/2025 by an attorney-in-fact.