Western Digital officer has 882 shares withheld

WESTERN DIGITAL CORP (WDC) reported that Chief Sales & Marketing Officer Brian Scott Davis exercised dividend equivalent rights and handled related tax withholding on September 3, 2026.

Rhea-AI Filing Summary

WESTERN DIGITAL CORP (WDC) reported that Chief Sales & Marketing Officer Brian Scott Davis exercised dividend equivalent rights and handled related tax withholding on September 3, 2026. Dividend equivalent rights tied to vested restricted stock units converted one-for-one into common stock, resulting in an acquisition of 7 shares of common stock and a small cash payment for a fractional right. Separately, 882 shares of common stock were withheld to pay tax obligations in connection with the vesting, in accordance with Rule 16b-3(e). No Rule 10b5-1 trading plan is indicated.

Insider Trade Summary

7.0583 shares exercised/converted

Exercise 3 txns

Insider Davis Brian Scott

Role Chief Sales & Mrktng Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights F1	7.0583	$0.00	$0.00
Exercise	Common Stock F1	7	$0.00	$0.00
Tax Withholding	Common Stock F2	882	$441.57	$389K

Holdings After Transaction: Dividend Equivalent Rights — 157.2587 contracts (Direct); Common Stock — 100,446 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

Key Figures

Dividend equivalent rights exercised: 7.0583 rights Common shares acquired from conversion: 7 shares Shares withheld for taxes: 882 shares +2 more

5 metrics

Dividend equivalent rights exercised 7.0583 rights Converted into common stock on September 3, 2026

Common shares acquired from conversion 7 shares Shares of Western Digital common stock received from dividend equivalent rights conversion

Shares withheld for taxes 882 shares Common stock withheld to pay tax obligation on vesting, Rule 16b-3(e)

Tax withholding reference price $441.57 per share Price used for 882-share tax-withholding disposition on September 3, 2026

Dividend equivalent rights remaining 157.2587 rights Balance of dividend equivalent rights following the reported conversion

Key Terms

Dividend Equivalent Rights, restricted stock units, withholding securities, Rule 16b-3(e)

4 terms

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"

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.

withholding securities financial

"Payment of tax obligation by withholding securities incident to the vesting"

Rule 16b-3(e) regulatory

"withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e)"

FAQ

What did WDC’s Chief Sales & Marketing Officer report in this Form 4?

He reported the conversion of dividend equivalent rights into common stock tied to vested restricted stock units, acquiring 7 shares of Western Digital common stock and receiving cash for a fractional right, plus separate tax withholding through share disposition.

How many Western Digital (WDC) shares were withheld for taxes in this filing?

A total of 882 shares of Western Digital common stock were withheld to satisfy a tax obligation related to the vesting of securities, as described in the footnote referencing Rule 16b-3(e).

Were any Western Digital (WDC) shares bought or sold on the open market?

No. The reported transactions involve equity award vesting, conversion of dividend equivalent rights, and withholding of shares for taxes. There are no open-market purchases or sales reported in this Form 4.

Did Western Digital’s officer use a Rule 10b5-1 trading plan for these transactions?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, and there is no indication in the footnotes that these transactions were executed under a Rule 10b5-1 trading plan.

What are the remaining dividend equivalent rights reported for WDC’s officer?

After the conversion transaction, the filing shows 157.2587 dividend equivalent rights remaining, each tied to Western Digital common stock in connection with restricted stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 08:13 PM Accepted by SEC EDGAR 09/08/2026 - 08:12 PM Learn about SEC filing dates

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^*

Davis Brian Scott

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Sales & Mrktng Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/03/2026		M		7(1)	A	$0.0	101,328	D
Common Stock	09/03/2026		F		882(2)	D	$441.57	100,446	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)	09/03/2026		M			7.0583	(1)	(1)	Common Stock	7.0583	$0.0	157.2587	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: Brian Scott Davis	09/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)