Western Digital (WDC) CLO logs 214-share sale and equity award tax withholding

Rhea-AI Filing Summary

Western Digital Corp Chief Legal Officer Cynthia L. Tregillis reported several equity transactions involving company stock. On February 26, 2026, she completed an open-market sale of 214 shares of common stock at $286.11 per share, under a pre-established Rule 10b5-1 trading plan adopted on May 23, 2025.

On February 25, 2026, dividend equivalent rights converted into 6.5619 shares of common stock on a one-for-one basis in connection with vesting restricted stock units, and 6 additional common shares were acquired through a derivative exercise. Also on that date, 770 common shares were disposed of to cover tax obligations at $290.95 per share. After these transactions, she directly owned 133,781 common shares.

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

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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).

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^*

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)
02/25/2026

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	02/25/2026		M		6(1)	A	$0.0	134,765	D
Common Stock	02/25/2026		F		770(2)	D	$290.95	133,995	D
Common Stock	02/26/2026		S(3)		214	D	$286.11	133,781	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)	02/25/2026		M			6.5619	(1)	(1)	Common Stock	6.5619	$0.0	328.2263	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).

3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 23, 2025.

	By: /s/ Sandra Garcia Attorney-in-Fact For: Cynthia Tregillis	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did WDC executive Cynthia Tregillis report on this Form 4?

Cynthia L. Tregillis reported an open-market sale of 214 Western Digital (WDC) common shares, derivative-related acquisitions totaling about 12.5619 shares, and a 770-share tax-withholding disposition, all tied to vesting equity awards and a Rule 10b5-1 plan.

At what prices were Cynthia Tregillis’s WDC stock transactions executed?

The open-market sale involved 214 WDC shares at $286.11 per share. The tax-withholding disposition covered 770 shares at $290.95 per share. The derivative-related acquisitions carried a $0.00 per share price because they resulted from equity award vesting and conversions.

How many Western Digital (WDC) shares does Cynthia Tregillis own after these transactions?

Following the reported transactions, Cynthia L. Tregillis directly owned 133,781 shares of Western Digital common stock. This post-transaction balance reflects her open-market sale, equity award-related share acquisitions, and shares withheld to satisfy associated tax obligations.

Were Cynthia Tregillis’s WDC stock sales under a Rule 10b5-1 trading plan?

Yes. The filing states that the sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by Cynthia L. Tregillis on May 23, 2025. Such plans pre-schedule trades, providing structure for insider transactions over time.

What are the dividend equivalent rights mentioned in the WDC Form 4 filing?

The filing explains that dividend equivalent rights were converted into shares of Western Digital common stock on a one-for-one basis when related restricted stock units vested. A cash amount was also paid to settle a fractional dividend equivalent right not represented by a full share.

Why were 770 WDC shares disposed of in Cynthia Tregillis’s Form 4?

The 770-share disposition at $290.95 per share was to pay tax obligations by withholding securities upon vesting of equity awards, in accordance with Rule 16b-3(e). This represents a tax-withholding disposition, not an open-market or discretionary sale.