Western Digital ops chief exercises stock awards

Western Digital Corp executive Gubbi Vidyadhara K, Chief of Global Operations, reported routine equity compensation activity involving stock vesting and tax withholding.

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Rhea-AI Filing Summary

Western Digital Corp executive Gubbi Vidyadhara K, Chief of Global Operations, reported routine equity compensation activity involving stock vesting and tax withholding. On May 20 and 21, 2026, dividend equivalent rights tied to restricted stock units converted into a total of about 9.76 shares of common stock in two steps.

To cover tax obligations on these vestings, the company withheld 593 shares on May 20 at $459.62 per share and 693 shares on May 21 at $486.46 per share, coded as F transactions. These are not open‑market sales but share-withholding for taxes under Rule 16b-3(e).

After the transactions, Vidyadhara directly held 88,764 shares of Western Digital common stock. No open‑market purchases or sales were reported; the filing reflects compensation-related vesting, derivative conversion, and associated tax withholding.

Insider Trade Summary

9.7558 shares exercised/converted

Exercise 6 txns

Insider Gubbi Vidyadhara K

Role Chief of Global Operations

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	5.2586	$0.00	$0.00
Exercise	Common Stock	5	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	693	$486.46	$337K
Exercise	Dividend Equivalent Rights	4.4972	$0.00	$0.00
Exercise	Common Stock	4	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	593	$459.62	$273K

Holdings After Transaction: Dividend Equivalent Rights — 245.1157 contracts (Direct); Common Stock — 88,764 shares (Direct)

Footnotes (2)

F1. 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.
F2. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

Key Figures

Shares withheld for taxes (May 20): 593 shares at $459.62/share Shares withheld for taxes (May 21): 693 shares at $486.46/share Total tax-withheld shares: 1,286 shares +3 more

6 metrics

Shares withheld for taxes (May 20) 593 shares at $459.62/share Tax-withholding disposition coded F on May 20, 2026

Shares withheld for taxes (May 21) 693 shares at $486.46/share Tax-withholding disposition coded F on May 21, 2026

Total tax-withheld shares 1,286 shares Sum of F-code tax-withholding dispositions in this filing

Dividend equivalent conversions 9.7558 shares Total common shares from dividend equivalent rights exercises

Post-transaction holdings 88,764 shares Common stock directly held after latest reported transaction

Exercise transactions 2 exercises Exercise or conversion of derivative securities (M-code)

Key Terms

Dividend Equivalent Rights, restricted stock units, Rule 16b-3(e), tax-withholding disposition, +1 more

5 terms

Dividend Equivalent Rights financial

"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"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

restricted stock units financial

"in connection with the vesting of restricted stock units to which the dividend equivalent rights relate"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 16b-3(e) regulatory

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

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for F-code entries"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" for M-code entries"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Western Digital (WDC) report for Gubbi Vidyadhara K?

Western Digital reported equity compensation activity for Gubbi Vidyadhara K, including vesting of restricted stock units, conversion of dividend equivalent rights into common shares, and share withholding to satisfy tax obligations. No open-market purchases or discretionary sales of Western Digital stock were disclosed in this filing.

Were there any open-market stock sales by Western Digital’s Gubbi Vidyadhara K in this Form 4?

No open-market stock sales were reported. The Form 4 shows F-code transactions where shares were withheld to pay tax obligations related to vesting securities under Rule 16b-3(e). These tax-withholding dispositions differ from discretionary market sales and do not reflect new trading decisions.

How many Western Digital shares were withheld for taxes in this Form 4?

A total of 1,286 Western Digital common shares were withheld for taxes: 593 shares on May 20, 2026 at $459.62 per share and 693 shares on May 21, 2026 at $486.46 per share. These F-code entries represent tax payments, not open-market selling activity.

What are dividend equivalent rights in the Western Digital (WDC) Form 4?

Dividend equivalent rights are derivative awards linked to restricted stock units that track dividends on underlying shares. In this filing, dividend equivalent rights converted one-for-one into Western Digital common stock upon RSU vesting, with a small cash amount paid to settle a fractional right per the footnote.

How many Western Digital shares does Gubbi Vidyadhara K hold after these transactions?

Following the reported vesting, conversions, and tax-withholding transactions, Gubbi Vidyadhara K directly holds 88,764 shares of Western Digital common stock. This post-transaction figure shows his continuing equity stake after routine compensation-related adjustments and does not include separate derivative positions in this filing.

What does Rule 16b-3(e) mean in the context of this Western Digital Form 4?

Rule 16b-3(e) is an SEC rule that permits issuers to withhold shares to satisfy insiders’ tax obligations on equity awards. The footnote explains that Western Digital used share withholding under this rule when restricted stock units vested, classifying the transactions as tax payments rather than market trades.

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Accepted by SEC EDGAR 05/22/2026 - 07:23 PM EDT

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
Estimated average burden
hours per response:			0.5

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^*

Gubbi Vidyadhara K

(Last)

(First)

(Middle)

C/O WESTERN DIGITAL CORPORATION

5601 GREAT OAKS PARKWAY

(Street)

SAN JOSE

CALIFORNIA

95119

(City)

(State)

(Zip)

UNITED STATES

(Country)

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 of Global Operations

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2026		M		4⁽¹⁾	A	$0.0	90,045	D
Common Stock	05/20/2026		F		593⁽²⁾	D	$459.62	89,452	D
Common Stock	05/21/2026		M		5⁽¹⁾	A	$0.0	89,457	D
Common Stock	05/21/2026		F		693⁽²⁾	D	$486.46	88,764	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Rights	⁽¹⁾	05/20/2026		M			4.4972	⁽¹⁾	⁽¹⁾	Common Stock	4.4972	$0.0	250.3743	D
Dividend Equivalent Rights	⁽¹⁾	05/21/2026		M			5.2586	⁽¹⁾	⁽¹⁾	Common Stock	5.2586	$0.0	245.1157	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: Vidyadhara Gubbi	05/22/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR