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Western Digital CEO shifts 112,500 shares to trust

Western Digital’s CEO reported 112,500 shares moved among personal entities and a revocable trust as part of estate and investment structuring, with no cash consideration.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WESTERN DIGITAL CORP (WDC) director and Chief Executive Officer Irving Tan reported internal transfers involving 112,500 shares of common stock tied to personal estate and investment structuring. On August 31, 2026, 112,500 directly held shares were transferred to a Bahamas investment company owned by Tan and his spouse, with the investment company recording an interest-free, on-demand shareholder loan to them in an amount equal to the value of the transferred shares and no cash consideration paid. On September 1, 2026, the rights of Tan and his spouse in that investment company and in the related loan were transferred to a revocable trust acting via its trustee, so that trust assets are held through the investment company for estate planning purposes. A separate indirect holding of 209,000 shares is reported as held through a personal investment company. No Rule 10b5-1 trading plan is reported.

Positive

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Insider Tan Irving
Role Chief Executive Officer
Type Security Shares Price Value
Gift Common Stock F2 112,500 $0.00 $0.00
Gift Common Stock F2 112,500 $0.00 $0.00
Other Common Stock F1 112,500 $0.00 $0.00
Other Common Stock F1 112,500 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 266,647 shares (Direct); Common Stock — 0 shares (Indirect, By Investment Co); Common Stock — 112,500 shares (Indirect, By Trust via Inv Co); Common Stock — 209,000 shares (Indirect, By Personal Inv. Co.)
Footnotes (2)
  1. F1. The reported transactions represent a transfer of 112,500 shares of Common Stock from the Reporting Person to a Bahamas investment company (the "Investment Company"), of which the Reporting Person and the Reporting Person's spouse (together, the "Joint Beneficial Owners") are the sole beneficial owners of the Investment Company. In connection with the transfer, the Investment Company recorded a shareholder loan liability to the Joint Beneficial Owners in an amount equal to the value of the transferred shares ("Loan"), which is interest-free, repayable on demand, and represents an intra-structure obligation between the Reporting Person and the Investment Company. No cash consideration was paid in connection with the transfer.
  2. F2. The reported transactions represent a transfer of the rights of the Joint Beneficial Owners in the Investment Company to a revocable trust, acting via its trustee (the "Trust"), and the assignment of the rights to the Loan from the Joint Beneficial Owners to the Trust. Trust assets are held through the Investment Company and the shares of the Investment Company are held for the Trust pursuant to a Declaration of Trust. The transfer was made in connection with the Reporting Person's estate planning.
Shares transferred to Investment Company 112,500 shares Common stock moved from direct ownership to a Bahamas investment company on August 31, 2026
Gift-related share movements 225,000 shares Total shares involved in bona fide gift-coded transfers on September 1, 2026 (dispose and acquire legs of the same 112,500-share position)
Indirect holdings via personal investment company 209,000 shares Common stock reported as indirectly held by a personal investment company as of August 31, 2026
Transaction dates August 31, 2026 and September 1, 2026 Dates of restructuring and bona fide gift transactions involving 112,500 Western Digital shares
Shareholder loan interest rate 0% Shareholder loan liability recorded by the Bahamas investment company equal to the value of 112,500 transferred shares, interest-free and repayable on demand
bona fide gift financial
"The transaction code description identifies the September 1 transfers as a bona fide gift"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
revocable trust financial
"The rights in the Investment Company and the Loan were transferred to a revocable trust"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
shareholder loan liability financial
"The Investment Company recorded a shareholder loan liability equal to the value of the shares"
beneficial owners financial
"The Reporting Person and spouse are described as the sole beneficial owners of the Investment Company"
Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.
estate planning financial
"The transfer was made in connection with the Reporting Person's estate planning"
A set of instructions and legal steps that decide who gets your money, property and other assets, and who will manage them if you become unable to do so. For investors it matters because thoughtful planning can reduce taxes and delays, protect heirs, and keep investments from being tied up in court—think of it as a clear map and emergency kit that preserves value and directs where assets go when you can’t.

FAQ

What insider transactions did WDC’s CEO Irving Tan report on this Form 4?

Irving Tan reported transfers involving 112,500 shares of Western Digital common stock on August 31 and September 1, 2026, moving shares and related rights among himself, a Bahamas investment company, and a revocable trust as part of estate and investment structuring.

Did the Western Digital (WDC) CEO buy or sell shares for cash in these transactions?

No. The filing states that no cash consideration was paid in connection with the August 31, 2026 transfer of 112,500 shares to the Bahamas investment company; the investment company instead recorded an interest-free, on-demand shareholder loan to the joint beneficial owners.

How many Western Digital (WDC) shares were moved into the investment and trust structure?

The reported transactions involve 112,500 shares of WDC common stock. These shares were transferred from direct ownership to a Bahamas investment company and then the rights in that company and a related loan were transferred to a revocable trust.

What indirect Western Digital (WDC) holdings does Irving Tan report after these transactions?

As of August 31, 2026, the filing reports 209,000 shares of WDC common stock held indirectly through a personal investment company, and 112,500 shares held indirectly through the Bahamas investment company for the revocable trust.

Were the Western Digital (WDC) insider transfers made under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan is affirmed for these transactions. The transfers are described instead as part of the reporting person’s estate planning and intra-structure arrangements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Tan Irving

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/31/2026J(1)112,500D$0266,647D
Common Stock08/31/2026J(1)112,500A$0112,500IBy Investment Co
Common Stock09/01/2026G(2)112,500D$00IBy Investment Co
Common Stock09/01/2026G(2)112,500A$0112,500IBy Trust via Inv Co
Common Stock209,000IBy Personal Inv. Co.
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reported transactions represent a transfer of 112,500 shares of Common Stock from the Reporting Person to a Bahamas investment company (the "Investment Company"), of which the Reporting Person and the Reporting Person's spouse (together, the "Joint Beneficial Owners") are the sole beneficial owners of the Investment Company. In connection with the transfer, the Investment Company recorded a shareholder loan liability to the Joint Beneficial Owners in an amount equal to the value of the transferred shares ("Loan"), which is interest-free, repayable on demand, and represents an intra-structure obligation between the Reporting Person and the Investment Company. No cash consideration was paid in connection with the transfer.
2. The reported transactions represent a transfer of the rights of the Joint Beneficial Owners in the Investment Company to a revocable trust, acting via its trustee (the "Trust"), and the assignment of the rights to the Loan from the Joint Beneficial Owners to the Trust. Trust assets are held through the Investment Company and the shares of the Investment Company are held for the Trust pursuant to a Declaration of Trust. The transfer was made in connection with the Reporting Person's estate planning.
/s/ Sandra Garcia Attorney-in-Fact for Irving Tan09/02/2026
** Signature of Reporting PersonDate
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)