Western Digital Officer Reports RSU Conversion and 961-Share Tax Withholding
Rhea-AI Filing Summary
Brian Scott Davis, an officer of Western Digital Corporation (WDC), reported equity changes related to vested restricted stock units and related dividend equivalent rights. Dividend equivalent rights tied to previously awarded RSUs were converted and paid one-for-one in shares, increasing his direct common stock holdings by 79.7733 shares. To satisfy tax withholding on vesting, 961 shares were withheld and disposed of at a reported price of $106.63, leaving the reporting person with 135,015 shares beneficially owned. After the reported transactions, total direct beneficial ownership is shown as 135,015 shares, and derivative-related holdings reflect 193.8043 and 198.9141 share-equivalents from dividend equivalent accruals.
Positive
- Dividend equivalent rights converted into shares on a one-for-one basis, settling compensation in equity rather than cash
- Officer retains substantial direct ownership post-transaction: 135,015 shares remain beneficially owned
Negative
- 961 shares were disposed (withheld) to satisfy tax obligations, reported at a price of $106.63, reducing immediate share count
- Reported transactions increase share count slightly through conversion of dividend equivalents, causing modest dilution
Insights
TL;DR: Routine officer vesting and tax-withholding sale; governance signals are neutral absent other changes.
The Form 4 documents standard corporate equity mechanics: dividend equivalent rights converted into shares upon RSU vesting and a withholding sale of 961 shares to satisfy tax obligations at $106.63 per share. These actions are administrative and customary for equity-compensated employees and do not indicate discretionary insider disposition beyond tax withholding. Beneficial ownership remains substantial at 135,015 shares, suggesting continued alignment with shareholders.
TL;DR: Transactions reflect compensation settlement and tax-related share withholding, not a strategic sale.
The conversion of dividend equivalent rights into common shares on a one-for-one basis increased share counts by fractional amounts (e.g., 79.7733 shares) tied to RSU vesting. The reported disposal of 961 shares at $106.63 appears to be withholding to cover taxes rather than a market-motivated sale; such disposals typically have negligible impact on float or valuation for a company of Western Digital's size. Monitor aggregate insider ownership trends, but this single filing is procedural.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Dividend Equivalent Rights | 5.11 | $0.00 | -- |
| Exercise | Common Stock | 5 | $0.00 | -- |
| Tax Withholding | Common Stock | 961 | $106.63 | $102K |
| Grant/Award | Dividend Equivalent Rights | 79.773 | $0.00 | -- |
Footnotes (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. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e). 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.
