[Form 4] Western Digital Corp. Insider Trading Activity

Rhea-AI Filing Summary

Western Digital Corp. (WDC) – Form 4 insider transaction filed for Chief Sales & Marketing Officer Brian Scott Davis covering activity on 18–20 June 2025.

• Equity vesting: 179.9668 dividend-equivalent rights (DERs) converted into common shares on 18 Jun 2025; an additional 3.2691 DERs were exercised on 20 Jun 2025, both at a stated price of $0.00, reflecting routine RSU-related vesting.
• Tax withholding sale: 669 common shares disposed (Code F) at $59.29 on 20 Jun 2025 to cover statutory tax withholdings tied to the vesting event.
• Residual holdings: Officer now directly owns 138,757 common shares and 176.6977 outstanding DERs that will settle proportionately with their underlying RSUs.
• Nature of transactions: All movements were non-open-market and stem from pre-existing equity awards; no discretionary buying or selling occurred.

Overall, the filing signals routine equity award settlement rather than a directional valuation statement by the insider.

Positive

• Increase in equity stake through conversion of 179.9668 dividend-equivalent rights and additional 3.2691 DERs into common shares at no cost, indicating continued vesting of long-term incentives.

Negative

• Reduction of 669 shares (≈$40k) sold to satisfy tax withholding, leading to a modest (<0.5%) decline in direct ownership.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; net sale of 669 shares for taxes—immaterial signal.

The Form 4 shows standard award mechanics. Davis gained 183.236 shares via dividend-equivalent conversions and forfeited 669 shares worth ≈$40k for tax obligations. Net direct holdings fell by < 0.5% to 138,757 shares, preserving meaningful alignment with shareholders. No open-market disposition or discretionary purchase occurred, so the market-signal value is negligible.

Corporate Governance Expert

TL;DR: Compliance-driven transactions; insider ownership remains substantial.

The filing illustrates Western Digital’s standard compliance with Rule 16b-3(c) and proper disclosure of DER mechanics. Use of Code F confirms withholding for taxes, mitigating dilution. Continued sizable ownership supports incentive alignment, and absence of 10b5-1 plan usage means future discretionary trades will require fresh disclosure. Governance risk is unchanged.

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 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 Sales & Mrktg Off

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/20/2025		M		3(1)	A	$0.0	139,426	D
Common Stock	06/20/2025		F		669(2)	D	$59.29	138,757	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	(3)	06/18/2025		A		179.9668		(3)	(3)	Common Stock	179.9668	$0.0	179.9668	D
Dividend Equivalent Rights	(1)	06/20/2025		M			3.2691	(1)	(1)	Common Stock	3.2691	$0.0	176.6977	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 dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.

	By: /s/ Sandra Garcia Attorney-in-Fact For: Brian Scott Davis	06/23/2025
	** 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 Western Digital (WDC) shares did Brian Scott Davis sell?

He disposed of 669 common shares at $59.29 each to cover taxes.

Did the insider buy any WDC shares on the open market?

No. All shares acquired originated from vested dividend-equivalent rights; no open-market purchases were made.

What is the insider’s current WDC shareholding after the transaction?

Brian Scott Davis now directly owns 138,757 common shares plus 176.6977 outstanding dividend-equivalent rights.

What was the purpose of the Form 4 filing for Western Digital?

To disclose routine RSU vesting, conversion of dividend-equivalent rights, and associated tax-withholding sale by the officer.

Is the transaction linked to a Rule 10b5-1 trading plan?

The form does not tick the 10b5-1(c) box, indicating no pre-arranged trading plan was used for these transactions.