Western Digital (WDC) ops chief logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Western Digital’s Chief of Global Operations, Vidyadhara K. Gubbi, reported small equity-related transactions tied to restricted stock units and dividend equivalent rights on February 20 and 21, 2026.

Dividend equivalent rights were converted into common stock on a one-for-one basis, adding a few shares to his direct holdings. On both dates, shares of common stock were also disposed of to cover tax obligations upon vesting, as allowed under Rule 16b-3(e). After these transactions, Gubbi directly owned just under 126,000 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^*

Gubbi Vidyadhara K

(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 of Global Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		M		4(1)	A	$0.0	126,868	D
Common Stock	02/20/2026		F		437(2)	D	$285.52	126,431	D
Common Stock	02/21/2026		M		4(1)	A	$0.0	126,435	D
Common Stock	02/21/2026		F		483(2)	D	$285.52	125,952	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)	02/20/2026		M			4.003	(1)	(1)	Common Stock	4.003	$0.0	315.0644	D
Dividend Equivalent Rights	(1)	02/21/2026		M			4.6881	(1)	(1)	Common Stock	4.6881	$0.0	310.3763	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	02/24/2026
	** 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 Vidyadhara K. Gubbi?

Vidyadhara K. Gubbi reported conversions of dividend equivalent rights into common stock and related tax-withholding share dispositions. These transactions were linked to the vesting of restricted stock units rather than open-market purchases or sales.

Were the Western Digital (WDC) Form 4 transactions open-market buys or sells?

No, the transactions were not open-market trades. They reflect derivative exercises converting dividend equivalent rights into common stock and share dispositions used to pay tax obligations upon vesting of restricted stock units, under Rule 16b-3(e).

How many Western Digital (WDC) shares does Vidyadhara K. Gubbi hold after these Form 4 transactions?

Following the reported equity transactions, Vidyadhara K. Gubbi directly holds just under 126,000 shares of Western Digital common stock. This figure reflects both the small share additions from conversions and the shares withheld to satisfy tax liabilities.

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

Dividend equivalent rights in this filing are instruments that track dividends on underlying restricted stock units. They were converted into, and paid in, shares of Western Digital common stock on a one-for-one basis when the related restricted stock units vested.

Why were Western Digital (WDC) shares disposed of in Vidyadhara K. Gubbi’s Form 4?

Shares were disposed of solely to pay tax obligations arising from the vesting of equity awards. The filing specifies that securities were withheld to satisfy taxes in accordance with Rule 16b-3(e), rather than being sold in open-market transactions.