[Form 4] Western Digital Corp. Insider Trading Activity

Rhea-AI Filing Summary

Cynthia L. Tregillis, Chief Legal Officer and Corporate Secretary of Western Digital Corporation (WDC), reported related-party equity activity on 08/25/2025. The filing shows the conversion of dividend equivalent rights into 135,354 shares of common stock in connection with restricted stock unit vesting, with a fractional cash settlement. Concurrently, 769 shares were withheld and disposed of at $79.22 per share to satisfy tax withholding obligations, leaving reported beneficial ownership figures shown on the form. The transactions were reported via Form 4 and executed under standard plan provisions.

Positive

• Conversion of dividend equivalent rights into 135,354 shares aligns executive compensation with shareholder equity
• Filing indicates compliance with Section 16 reporting and tax withholding procedures were handled via share withholding

Negative

• 769 shares disposed at $79.22 to satisfy tax withholding, reducing net share increase

Insights

Financial Analyst

TL;DR: Routine insider vesting converted dividend equivalents into equity while a small share withholding covered taxes; no new compensation plan or extraordinary event.

The filing documents the vesting of restricted stock units for a senior executive, resulting in the conversion of dividend equivalent rights into 135,354 common shares and a withholding disposal of 769 shares at $79.22 to satisfy tax obligations. These are customary transactions under equity compensation arrangements and do not indicate a change in company guidance, material financing, or an extraordinary liquidity event. The size of the converted award is notable in absolute terms but appears to be internal compensation settlement rather than market-driven trading.

Corporate Governance Expert

TL;DR: Governance procedures followed: one-for-one conversion of dividend equivalents and tax withholding via share withholding, all reported on Form 4.

The description and explanatory footnotes state the dividend equivalent rights converted to shares on a one-for-one basis and fractional amounts were cash-settled. Tax withholding was effected by withholding 769 shares in accordance with Rule 16b-3(e). Signatures and an attorney-in-fact filing are present, indicating proper execution and compliance with Section 16 reporting obligations. No departure from standard governance or disclosure practices is evident from the filing.

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

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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^*

Tregillis Cynthia L

(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 Legal Officer & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		M		3(1)	A	$0.0	135,354	D
Common Stock	08/25/2025		F		769(2)	D	$79.22	134,585	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)	08/25/2025		M			3.3012	(1)	(1)	Common Stock	3.3012	$0.0	182.9472	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: Cynthia Tregillis	08/27/2025
	** 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).
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FAQ

What did Cynthia Tregillis report on the WDC Form 4?

The Form 4 reports the conversion of dividend equivalent rights into 135,354 shares and the withholding and disposition of 769 shares at $79.22 to satisfy taxes.

Why were 769 shares sold in the filing?

The 769 shares were withheld and disposed of to pay the holder's tax obligations related to the vesting of securities, per the form's explanatory note.

When did the reported transactions occur for WDC?

The transactions are dated 08/25/2025 as reported on the Form 4.

What triggered the share issuance in this Form 4?

Dividend equivalent rights were converted into shares in connection with the vesting of restricted stock units, paid one-for-one with fractional amounts cash-settled.

Who filed the Form 4 for Cynthia Tregillis?

The filing was executed by an attorney-in-fact, /s/ Sandra Garcia, on behalf of Cynthia Tregillis.