STOCK TITAN

WDC director sale: 10,000 shares; 39,504 shares remain post-trade

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Western Digital (WDC): Director stock sale reported. A company director reported open-market sales totaling 10,000 shares of common stock on 11/05/2025 under a pre-set Rule 10b5-1 trading plan adopted on August 1, 2025. Trades executed in multiple lots showed weighted average prices from $152.99 to $164.9907. Following these transactions, the reporting person beneficially owns 39,504 shares, held directly.

The filing notes prior adjustments from the issuer’s February 21, 2025 spin-off, including 1,701 additional stock units based on an equity conversion ratio of 1.452526 per stock unit.

Positive

  • None.

Negative

  • None.

Insights

Routine 10b5-1 insider sale; administrative disclosure.

The report lists a director’s 10,000-share sale on 11/05/2025 executed across multiple trades with weighted average prices between $152.99 and $164.9907. Such plans automate trading and can reduce timing discretion.

After the sales, direct beneficial ownership stands at 39,504 shares. The notes also document a prior spin-off adjustment adding 1,701 stock units at a 1.452526 ratio. This is a standard Section 16 disclosure; investment impact is generally limited unless volumes are unusually large, which is not indicated here.

Insider Cole Martin I
Role Director
Sold 10,000 shs ($1.61M)
Type Security Shares Price Value
Sale Common Stock 144 $152.99 $22K
Sale Common Stock 221 $155.7686 $34K
Sale Common Stock 419 $157.0068 $66K
Sale Common Stock 833 $158.0222 $132K
Sale Common Stock 551 $159.1577 $88K
Sale Common Stock 982 $160.2441 $157K
Sale Common Stock 960 $161.3131 $155K
Sale Common Stock 3,303 $162.1765 $536K
Sale Common Stock 1,231 $163.0804 $201K
Sale Common Stock 798 $164.081 $131K
Sale Common Stock 558 $164.9907 $92K
Holdings After Transaction: Common Stock — 49,360 shares (Direct)
Footnotes (1)
  1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 1, 2025. Includes 1,701 additional stock units acquired by the Reporting Person in connection with the Issuer's spin-off (the "Spin-Off") of a then-wholly owned subsidiary of the Issuer on February 21, 2025. Pursuant to an Employee Matters Agreement, at the effective time of the Spin-Off, each outstanding Issuer stock unit was adjusted and converted into additional stock units based on the equity conversion ratio of 1.452526 per every Issuer stock unit. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $155.5927 to a high of $156.51. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $156.59 to a high of $157.58. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $157.59 to a high of $158.55. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $158.60 to a high of $159.54. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $159.69 to a high of $160.6804. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $160.70 to a high of $161.69. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $161.70 to a high of $162.69. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $162.70 to a high of $163.68. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $163.70 to a high of $164.68. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $164.71 to a high of $165.35. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
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).
X
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*
Cole Martin I

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025
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 11/05/2025 S(1) 144 D $152.99 49,360(2) D
Common Stock 11/05/2025 S(1) 221 D $155.7686(3) 49,139 D
Common Stock 11/05/2025 S(1) 419 D $157.0068(4) 48,720 D
Common Stock 11/05/2025 S(1) 833 D $158.0222(5) 47,887 D
Common Stock 11/05/2025 S(1) 551 D $159.1577(6) 47,336 D
Common Stock 11/05/2025 S(1) 982 D $160.2441(7) 46,354 D
Common Stock 11/05/2025 S(1) 960 D $161.3131(8) 45,394 D
Common Stock 11/05/2025 S(1) 3,303 D $162.1765(9) 42,091 D
Common Stock 11/05/2025 S(1) 1,231 D $163.0804(10) 40,860 D
Common Stock 11/05/2025 S(1) 798 D $164.081(11) 40,062 D
Common Stock 11/05/2025 S(1) 558 D $164.9907(12) 39,504 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
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 1, 2025.
2. Includes 1,701 additional stock units acquired by the Reporting Person in connection with the Issuer's spin-off (the "Spin-Off") of a then-wholly owned subsidiary of the Issuer on February 21, 2025. Pursuant to an Employee Matters Agreement, at the effective time of the Spin-Off, each outstanding Issuer stock unit was adjusted and converted into additional stock units based on the equity conversion ratio of 1.452526 per every Issuer stock unit.
3. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $155.5927 to a high of $156.51. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
4. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $156.59 to a high of $157.58. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
5. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $157.59 to a high of $158.55. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
6. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $158.60 to a high of $159.54. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
7. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $159.69 to a high of $160.6804. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
8. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $160.70 to a high of $161.69. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
9. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $161.70 to a high of $162.69. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
10. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $162.70 to a high of $163.68. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
11. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $163.70 to a high of $164.68. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
12. Represents the weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from a low of $164.71 to a high of $165.35. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
By: /s/ Sandra Garcia Attorney-in-Fact For: Martin I. Cole 11/06/2025
** 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

How many WDC shares did the director sell?

The filing reports sales totaling 10,000 shares executed on 11/05/2025.

What prices were the WDC shares sold at?

Weighted average prices ranged from $152.99 to $164.9907 across multiple trades.

Was the WDC sale under a Rule 10b5-1 plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 plan adopted on August 1, 2025.

How many WDC shares does the director now own?

Following the reported transactions, the director beneficially owns 39,504 shares, held directly.

What is the spin-off adjustment mentioned for WDC?

The report includes 1,701 additional stock units from a February 21, 2025 spin-off, using a 1.452526 equity conversion ratio per stock unit.

What is the insider’s relationship to Western Digital?

The reporting person is a Director of Western Digital Corporation.