Western Digital (NASDAQ: WDC) officer reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Western Digital Chief Sales & Marketing Officer Brian Scott Davis reported equity award activity tied to vesting restricted stock units. On March 3, 2026, dividend equivalent rights converted into 23.8133 dividend equivalent rights and were paid in Western Digital common stock on a one-for-one basis in connection with RSU vesting, with a small cash payment for a fractional right.

The filing also shows the related issuance of 23 shares of common stock at a stated price of $0.0000 per share from the derivative conversion, and a disposition of 3,526 shares of common stock at $250.6100 per share to satisfy tax obligations by share withholding under Rule 16b-3(e). After these transactions, Davis directly held 116,518 shares of Western Digital common stock.

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

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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 & Mrktng Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		M		23(1)	A	$0.0	120,044	D
Common Stock	03/03/2026		F		3,526(2)	D	$250.61	116,518	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)	03/03/2026		M			23.8133	(1)	(1)	Common Stock	23.8133	$0.0	191.2621	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	03/05/2026
	** 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).
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FAQ

What insider transactions did Western Digital (WDC) report for Brian Scott Davis?

Western Digital reported that Brian Scott Davis had dividend equivalent rights convert into common stock and received 23 shares, while 3,526 shares were withheld to cover tax obligations related to vesting restricted stock units on March 3, 2026.

Did Brian Scott Davis of Western Digital buy or sell WDC shares in this Form 4?

The Form 4 shows share acquisitions from derivative conversion and a share disposition for taxes. Davis received 23 common shares from vested awards and had 3,526 shares withheld by the company to satisfy tax obligations, not an open-market sale.

How many Western Digital shares does Brian Scott Davis own after these transactions?

After the reported transactions, Brian Scott Davis directly owns 116,518 shares of Western Digital common stock. This figure reflects both the shares issued from restricted stock unit vesting and the shares withheld to cover associated tax liabilities.

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

In this filing, dividend equivalent rights are rights that converted into Western Digital common stock on a one-for-one basis when related restricted stock units vested, with a small cash payment to settle any fractional right that could not be delivered as a full share.

Why were 3,526 Western Digital shares disposed of in Brian Scott Davis’s Form 4?

The 3,526 Western Digital shares were withheld to pay tax obligations triggered by the vesting of equity awards. The filing notes this disposition as payment of tax liability by delivering securities in accordance with Rule 16b-3(e), rather than an open-market sale.

What transaction codes are used in the Western Digital (WDC) Form 4 for Brian Scott Davis?

The Form 4 uses code M for exercise or conversion of derivative securities tied to dividend equivalent rights and restricted stock units, and code F for the disposition of 3,526 common shares to satisfy tax obligations through share withholding, not a discretionary stock sale.