Western Digital CEO stock units vest, tax withheld

WESTERN DIGITAL CORP (WDC) reported that Chief Executive Officer and director Irving Tan had dividend equivalent rights convert into common stock and related tax withholdings.

Rhea-AI Filing Summary

WESTERN DIGITAL CORP (WDC) reported that Chief Executive Officer and director Irving Tan had dividend equivalent rights convert into common stock and related tax withholdings. On August 20 and 21, 2026, dividend equivalent rights were converted one-for-one into small amounts of common stock in connection with the vesting of restricted stock units, with any fractional right settled in cash. On those same dates, shares of common stock were withheld to satisfy tax obligations upon vesting in accordance with Rule 16b-3(e). These are compensation-related conversions and tax-withholding events rather than open-market purchases or sales.

Insider Trade Summary

38.2774 shares exercised/converted

Exercise 6 txns

Insider Tan Irving

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights F1	25.0128	$0.00	$0.00
Exercise	Common Stock F1	25	$0.00	$0.00
Tax Withholding	Common Stock F2	545	$459.44	$250K
Exercise	Dividend Equivalent Rights F1	13.2646	$0.00	$0.00
Exercise	Common Stock F1	13	$0.00	$0.00
Tax Withholding	Common Stock F2	144	$469.05	$68K

Holdings After Transaction: Dividend Equivalent Rights — 848.3855 contracts (Direct); Common Stock — 575,315 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

Key Figures

Dividend equivalent rights exercised (shares underlying): 38.2774 shares of Common Stock Shares acquired via conversion on Aug 20, 2026: 13 shares of Common Stock Shares acquired via conversion on Aug 21, 2026: 25 shares of Common Stock +3 more

6 metrics

Dividend equivalent rights exercised (shares underlying) 38.2774 shares of Common Stock Total underlying shares from dividend equivalent rights conversions on August 20 and 21, 2026

Shares acquired via conversion on Aug 20, 2026 13 shares of Common Stock Conversion of 13.2646 dividend equivalent rights into common stock, one-for-one, with fractional right settled in cash

Shares acquired via conversion on Aug 21, 2026 25 shares of Common Stock Conversion of 25.0128 dividend equivalent rights into common stock, one-for-one, with fractional right settled in cash

Shares withheld for tax on Aug 20, 2026 144 shares at $469.05 per share Payment of tax obligation by withholding securities incident to vesting under Rule 16b-3(e)

Shares withheld for tax on Aug 21, 2026 545 shares at $459.44 per share Payment of tax obligation by withholding securities incident to vesting under Rule 16b-3(e)

Shares withheld for tax (total) 689 shares of Common Stock Sum of shares withheld for tax obligations on August 20 and 21, 2026 (144 + 545)

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"

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"

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)."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Irving Tan reported conversions of dividend equivalent rights into common stock tied to vesting restricted stock units on August 20 and 21, 2026, and related withholdings of common stock to pay tax obligations under Rule 16b-3(e).

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

On August 20 and 21, 2026, dividend equivalent rights converted into 13 and 25 shares of Western Digital common stock, respectively, on a one-for-one basis in connection with restricted stock unit vesting. A cash amount was used to settle a fractional dividend equivalent right.

How many WDC shares were withheld for Irving Tan’s tax obligations?

A total of 689 Western Digital common shares were withheld for tax obligations: 144 shares at $469.05 per share on August 20, 2026, and 545 shares at $459.44 per share on August 21, 2026, as payment of tax obligations upon vesting.

Were Irving Tan’s WDC transactions made under a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 checkbox was not marked, and there is no footnote stating that these transactions were made pursuant to a Rule 10b5-1 trading plan. The reported events are equity award vesting and related tax withholdings.

Did the Form 4 disclose Irving Tan’s total WDC share holdings after these transactions?

No post-transaction holdings are provided in the reported rows; the total shares following transaction fields are blank for all entries, so this Form 4 does not state Irving Tan’s resulting Western Digital ownership position.

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

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Available on EDGAR 08/24/2026 - 07:00 PM EDT Accepted by SEC EDGAR 08/24/2026 - 06:59 PM EDT Learn about SEC filing dates

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

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	08/20/2026		M		13(1)	A	$0.0	575,979	D
Common Stock	08/20/2026		F		144(2)	D	$469.05	575,835	D
Common Stock	08/21/2026		M		25(1)	A	$0.0	575,860	D
Common Stock	08/21/2026		F		545(2)	D	$459.44	575,315	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)	08/20/2026		M			13.2646	(1)	(1)	Common Stock	13.2646	$0.0	873.3983	D
Dividend Equivalent Rights	(1)	08/21/2026		M			25.0128	(1)	(1)	Common Stock	25.0128	$0.0	848.3855	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	08/24/2026
	** 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).
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)