[Form 4] Western Digital Corp. Insider Trading Activity

Rhea-AI Filing Summary

Western Digital insider Vidyadhara K. Gubbi, Chief of Global Ops, reported transactions on 08/20/2025. Dividend equivalent rights from vested restricted stock units were converted and paid one-for-one in common stock, with a fractional amount settled in cash. As a result, the reporting person acquired additional common shares and held 154,690 shares following one conversion entry. Separately, 3,997 shares were disposed of at $75.64 each to satisfy tax withholding, leaving 150,693 shares reported as beneficially owned after that disposition. The Form 4 was signed by an attorney-in-fact on 08/21/2025.

Positive

• Dividend equivalent rights converted to shares on a one-for-one basis, increasing share ownership through RSU settlement
• Transaction explanations provided clarify that a fractional dividend was cashed out and tax withholding was satisfied by share withholding

Negative

• 3,997 shares disposed at $75.64, reducing beneficial ownership to 150,693 shares
• Net beneficial ownership declined after withholding, which reduces the insider's reported stake

Insights

Financial Analyst

TL;DR: Insider converted dividend equivalents into shares and had shares withheld to pay taxes; transactions are routine and small relative to a large issuer.

The Form 4 shows conversion of dividend equivalent rights into common stock on 08/20/2025 and a contemporaneous disposition of 3,997 shares at $75.64 to satisfy tax withholding. These are standard mechanics tied to RSU vesting rather than open-market sales for liquidity. The net reported beneficial ownership moves from 154,690 shares to 150,693 shares after withholding, indicating tax-related share retention/disposition rather than a directional trading decision. No option exercises for cash proceeds are reported.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 mechanics; signatures and explanations cover conversion and tax-withholding properly.

The filing includes the required explanation that dividend equivalent rights were converted one-for-one into common stock and that withholding satisfied tax obligations under Rule 16b-3(e). The presence of an attorney-in-fact signature and the explanation lines address procedural requirements. There is no indication of unusual timing or related-party transactions beyond normal equity compensation settlement.

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^*

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 Ops

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		M		11(1)	A	$0.0	154,690	D
Common Stock	08/20/2025		F		3,997(2)	D	$75.64	150,693	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)	08/20/2025		M			13.6155	(1)	(1)	Common Stock	13.6155	$0.0	169.6113	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 K. Gubbi	08/21/2025
	** 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.

FAQ

What did Vidyadhara K. Gubbi report on Form 4 for WDC?

The Form 4 reports conversion of dividend equivalent rights into common stock and withholding of 3,997 shares sold at $75.64 to satisfy taxes, with reported beneficial ownership figures of 154,690 and then 150,693 shares.

When were the reported transactions executed?

The transactions occurred on 08/20/2025, and the Form 4 filing was signed on 08/21/2025.

Why were shares disposed of in the filing?

The filing explains that disposal of shares represented payment of the reporting person’s tax obligation via withholding incident to vesting of securities.

How many shares resulted from the dividend equivalent conversion?

The derivative line shows conversion of dividend equivalent rights into 13.6155 shares per the record and a reported related beneficial ownership figure in the derivative section consistent with that conversion.

Does the filing indicate unusual or material transactions?

No unusual transactions are disclosed; the entries reflect standard equity compensation settlement mechanics tied to RSU vesting and tax withholding.