[Form 4] Western Digital Corp. Insider Trading Activity

Rhea-AI Filing Summary

Irving Tan, Chief Executive Officer and Director of Western Digital Corporation, reported routine insider transactions related to equity awards. The filing shows a conversion of dividend equivalent rights into common stock on a one-for-one basis that resulted in an award of 42.4531 shares (with a fractional share settled in cash). The report also discloses a sale of 1,490 shares at $74.66 per share.

After these transactions, the reported beneficial ownership figures shown on the form were 593,774 shares and 592,284 shares on separate reported lines, with derivative holdings listed as 542.5677 shares following the conversion. Taxes related to vesting were satisfied by withholding shares.

Positive

• Dividend equivalents converted to shares, increasing vested common stock without cash outlay by the company
• Significant ongoing beneficial ownership in the mid-hundreds of thousands of shares, indicating continued insider alignment

Negative

• Disposition of 1,490 shares at $74.66, which reduced reported holdings slightly
• Share withholding for taxes reduced net shares received from vesting

Insights

Corporate Governance Expert

TL;DR: Routine equity award settlement and a small open-market sale; no governance red flags.

The transactions represent standard processing of restricted stock unit economics: dividend equivalent rights converted one-for-one to common shares and a fractional amount paid in cash. The voluntary sale of 1,490 shares at $74.66 appears to be a tax or liquidity-driven disposition rather than a material change in ownership. Beneficial ownership remains in the mid-hundreds of thousands of shares, consistent with continued alignment between management and shareholders.

Securities Analyst

TL;DR: Small-scale insider sale amid equity award vesting; immaterial to company valuation.

The filing documents conversion of dividend equivalent rights into 42.4531 shares and share withholding to satisfy tax obligations. A separate line records disposition of 1,490 shares at $74.66 each. Given reported beneficial holdings (roughly 592k–594k shares), the sale represents a very small percentage of total reported holdings and is unlikely to be material to investors or to affect market perception on its own.

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 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)
08/21/2025

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	08/21/2025		M		42(1)	A	$0.0	593,774	D
Common Stock	08/21/2025		F		1,490(2)	D	$74.66	592,284	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)	08/21/2025		M			42.4531	(1)	(1)	Common Stock	42.4531	$0.0	542.5677	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	08/25/2025
	** 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 transactions did WDC insider Irving Tan report?

The report shows conversion of dividend equivalent rights into 42.4531 shares and a sale of 1,490 shares at $74.66 per share.

How many WDC shares does Irving Tan report beneficially owning after these transactions?

The form lists reported beneficial ownership figures of 593,774 and 592,284 shares on separate reported lines.

Were any fractional amounts settled in cash?

Yes. The filing states a fractional dividend equivalent right was settled in cash when dividend equivalents converted to shares.

How were taxes handled for the vested securities?

The filing indicates payment of tax obligation by withholding securities incident to the vesting of securities.

Does the filing indicate any material change in ownership or control?

No. The transactions appear routine and the changes in reported holdings are small relative to total reported ownership.