Western Digital (NASDAQ: WDC) officer logs tax withholding and RSU-related share moves

Rhea-AI Filing Summary

Western Digital Chief Sales & Marketing Officer Brian Scott Davis reported routine equity compensation activity. On 2026-06-20, 961 shares of common stock were disposed of to cover tax obligations at $746.23 per share, while 7 shares were acquired through a derivative exercise. He also received and exercised dividend equivalent rights tied to restricted stock units, and now directly holds 101,603 common shares.

Insider Trade Summary

7.695 shares exercised/converted

Mixed 4 txns

Insider Davis Brian Scott

Role Chief Sales & Mrktng Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	7.695	$0.00	--
Exercise	Common Stock	7	$0.00	--
Tax Withholding	Common Stock	961	$746.23	$717K
Grant/Award	Dividend Equivalent Rights	11.695	$0.00	--

Holdings After Transaction: Dividend Equivalent Rights — 190.16 shares (Direct, null); Common Stock — 102,564 shares (Direct, null)

Footnotes (1)

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). The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.

Key Figures

Tax-withheld shares: 961 shares Tax withholding price: $746.23 per share Shares held after tax disposition: 101,603 shares +4 more

7 metrics

Tax-withheld shares 961 shares Common stock used to satisfy tax obligation on 2026-06-20

Tax withholding price $746.23 per share Value applied to 961 withheld shares on 2026-06-20

Shares held after tax disposition 101,603 shares Direct common stock holding following F-code transaction

Shares after derivative exercise 102,564 shares Direct common stock holding following M-code exercise on 2026-06-20

Dividend equivalent rights exercised 7.6954 rights Converted into equal number of common shares on 2026-06-20

Dividend equivalent rights granted 11.6951 rights New award on 2026-06-17 linked to RSUs

Dividend equivalent rights remaining 190.1601 rights Outstanding after reported derivative transactions

Key Terms

Dividend Equivalent Rights, restricted stock units, Rule 16b-3(e)

3 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"

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)."

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Form 4 Insider Transactions: What Each Field Means →

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

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^*

Davis Brian Scott

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Sales & Mrktng Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/20/2026		M		7(1)	A	$0.0	102,564	D
Common Stock	06/20/2026		F		961(2)	D	$746.23	101,603	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	(3)	06/17/2026		A		11.6951		(3)	(3)	Common Stock	11.6951	$0.0	197.8555	D
Dividend Equivalent Rights	(1)	06/20/2026		M			7.6954	(1)	(1)	Common Stock	7.6954	$0.0	190.1601	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).

3. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.

	By: /s/ Sandra Garcia Attorney-in-Fact For: Brian Scott Davis	06/22/2026
	** 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).
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)

FAQ

What did Western Digital (WDC) executive Brian Scott Davis report in this Form 4?

Brian Scott Davis reported routine equity compensation activity, including tax withholding and derivative-related share movements. The filing covers vesting-related transactions rather than open-market buying or selling of Western Digital common stock.

How many Western Digital shares were withheld for taxes from Brian Scott Davis?

A total of 961 shares of Western Digital common stock were used to pay tax obligations. This disposition was processed at a price of $746.23 per share and is categorized as a tax-withholding transaction under code F.

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

After the reported transactions, Brian Scott Davis directly holds 101,603 shares of Western Digital common stock. This figure reflects the net result of the derivative exercise and tax-withholding disposition reported in the filing.

What derivative awards were involved in Brian Scott Davis’s Western Digital filing?

The filing shows dividend equivalent rights linked to restricted stock units. On 2026-06-17, 11.6951 dividend equivalent rights were granted, and on 2026-06-20, 7.6954 were converted into common shares on a one-for-one basis, with remaining rights outstanding.

Were Brian Scott Davis’s Western Digital transactions open-market trades?

No, the reported transactions were not open-market trades. They involved the exercise and conversion of dividend equivalent rights and a tax-withholding disposition associated with vesting equity awards, rather than discretionary buying or selling on the open market.