Western Digital (WDC) ops chief vests stock units, shares withheld for taxes
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
9.756 shares exercised/converted
Mixed
6 txns
Insider
Gubbi Vidyadhara K
Role
Chief of Global Operations
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Dividend Equivalent Rights | 5.259 | $0.00 | -- |
| Exercise | Common Stock | 5 | $0.00 | -- |
| Tax Withholding | Common Stock | 693 | $486.46 | $337K |
| Exercise | Dividend Equivalent Rights | 4.497 | $0.00 | -- |
| Exercise | Common Stock | 4 | $0.00 | -- |
| Tax Withholding | Common Stock | 593 | $459.62 | $273K |
Holdings After Transaction:
Dividend Equivalent Rights — 245.116 shares (Direct, null);
Common Stock — 89,457 shares (Direct, null)
Footnotes (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. 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
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.
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.
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.