Western Digital (WDC) CEO logs equity conversions and tax share withholding

Rhea-AI Filing Summary

WESTERN DIGITAL CORP Chief Executive Officer Irving Tan reported several equity-related transactions involving dividend equivalent rights and common stock. On February 21, dividend equivalent rights were exercised and converted into 21.0000 shares of common stock, with a related position of dividend equivalent rights at 995.4988 units following the transaction.

That same day, 523.0000 shares of common stock were disposed of at 285.5200 per share to cover tax obligations, leaving 622961.0000 shares of common stock directly owned. On February 20, additional dividend equivalent rights converted into 11.0000 shares of common stock, and 134.0000 shares of common stock were similarly withheld at 285.5200 per share for taxes.

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^*

Tan Irving

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		11(1)	A	$0.0	623,597	D
Common Stock	02/20/2026		F		134(2)	D	$285.52	623,463	D
Common Stock	02/21/2026		M		21(1)	A	$0.0	623,484	D
Common Stock	02/21/2026		F		523(2)	D	$285.52	622,961	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			11.1895	(1)	(1)	Common Stock	11.1895	$0.0	1,016.5952	D
Dividend Equivalent Rights	(1)	02/21/2026		M			21.0964	(1)	(1)	Common Stock	21.0964	$0.0	995.4988	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: Irving Tan	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 did WDC CEO Irving Tan report in this Form 4 filing?

Irving Tan reported exercises of dividend equivalent rights into common stock and related tax-withholding dispositions. These transactions reflect routine equity award vesting and associated tax payments, rather than open-market buying or selling of Western Digital Corp (WDC) shares.

How many Western Digital (WDC) shares were acquired through conversions?

The filing shows dividend equivalent rights converting into 21.0000 shares of common stock on February 21 and 11.0000 shares on February 20. These conversions came from vested equity awards rather than open-market purchases of Western Digital Corp (WDC) stock.

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

The filing reports 523.0000 shares of common stock on February 21 and 134.0000 shares on February 20 disposed of at $285.5200 per share. These shares were withheld to satisfy tax obligations tied to vesting equity awards at Western Digital Corp (WDC).

What are dividend equivalent rights in the WDC CEO’s Form 4?

Dividend equivalent rights mirror dividends on underlying restricted stock units and convert into common stock upon vesting. In this Form 4, those rights were converted one-for-one into Western Digital Corp (WDC) common shares as the related restricted stock units vested.

Does this WDC Form 4 indicate open-market buying or selling by the CEO?

No. The transactions are labeled as derivative exercises/conversions and tax-withholding dispositions. They arise from equity award vesting and associated tax payments, not discretionary open-market purchases or sales of Western Digital Corp (WDC) shares by the CEO.