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Western Digital (WDC) executive logs tax share withholding and RSU-linked conversions

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Western Digital Chief of Global Operations Vidyadhara K. Gubbi reported routine equity compensation-related transactions. On 2026-06-03, 13.3669 dividend equivalent rights were converted into the same number of common shares in connection with restricted stock unit vesting, while 1,764 shares were withheld to cover tax obligations. After these transactions, Gubbi directly held 85,167 shares of common stock and 223.0825 dividend equivalent rights.

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Insider Gubbi Vidyadhara K
Role Chief of Global Operations
Type Security Shares Price Value
Exercise Dividend Equivalent Rights 13.367 $0.00 --
Exercise Common Stock 13 $0.00 --
Tax Withholding Common Stock 1,764 $594.11 $1.05M
Holdings After Transaction: Dividend Equivalent Rights — 223.083 shares (Direct, null); Common Stock — 85,167 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).
Tax withholding shares 1,764 shares Shares withheld to satisfy tax obligation on 2026-06-03
Withholding price $594.11/share Value used for tax-withholding disposition of common stock
Shares after transactions 85,167 shares Direct common stock holdings following 2026-06-03 activity
Dividend equivalent rights converted 13.3669 rights Converted one-for-one into common stock upon RSU vesting
Dividend equivalent rights remaining 223.0825 rights Dividend equivalent rights position after reported transactions
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 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 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*
Gubbi Vidyadhara K
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief of Global Operations
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026		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 Stock06/03/2026M13(1)A$0.085,167D
Common Stock06/03/2026F1,764(2)D$594.1183,403D
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
Dividend Equivalent Rights(1)06/03/2026M13.3669 (1) (1)Common Stock13.3669$0.0223.0825D
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 Gubbi06/05/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Western Digital (WDC) report for Vidyadhara K. Gubbi?

Western Digital reported compensation-related transactions for Vidyadhara K. Gubbi. Dividend equivalent rights converted into common stock upon restricted stock unit vesting, and shares were withheld to satisfy taxes, reflecting routine administrative activity rather than open-market buying or selling.

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

The Form 4 shows 1,764 shares of Western Digital common stock were withheld. This covered Vidyadhara K. Gubbi’s tax obligation arising from vesting securities, a standard mechanism that does not represent an open-market sale of shares.

What are dividend equivalent rights in Western Digital’s Form 4 for WDC?

Dividend equivalent rights give holders credits equivalent to dividends on underlying shares. In this filing, 13.3669 rights were converted and paid in shares of Western Digital common stock on a one-for-one basis when related restricted stock units vested, plus cash for a fractional right.

How many Western Digital shares does Vidyadhara K. Gubbi hold after these transactions?

Following the reported transactions, Vidyadhara K. Gubbi directly holds 85,167 shares of Western Digital common stock. He also holds 223.0825 dividend equivalent rights, which are tied to previously granted restricted stock units and may convert into additional shares over time.

Were Vidyadhara K. Gubbi’s Western Digital transactions open-market buys or sells?

The transactions were not open-market buys or sells. They involved conversion of dividend equivalent rights into shares and withholding of 1,764 shares to pay taxes on vested securities, a routine administrative process under Rule 16b-3(e) rather than discretionary trading in Western Digital stock.

What does Rule 16b-3(e) mean in Western Digital’s insider filing?

Rule 16b-3(e) allows issuers to withhold shares to cover insiders’ tax obligations on equity awards. In this case, Western Digital withheld 1,764 shares from Vidyadhara K. Gubbi upon vesting, treating the disposition as tax payment instead of an open-market sale.