[Form 4] WESTERN DIGITAL CORP Insider Trading Activity

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

Corporate Governance Expert

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.

Securities Analyst

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.

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

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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).

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 & Mrktng Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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	09/20/2025		M		5(1)	A	$0.0	135,976	D
Common Stock	09/20/2025		F		961(2)	D	$106.63	135,015	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)	09/18/2025		A		79.7733		(3)	(3)	Common Stock	79.7733	$0.0	198.9141	D
Dividend Equivalent Rights	(1)	09/20/2025		M			5.1098	(1)	(1)	Common Stock	5.1098	$0.0	193.8043	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	09/22/2025
	** 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.
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FAQ

What transactions were reported for WDC insider Brian Scott Davis?

The Form 4 reports conversion of dividend equivalent rights into 79.7733 shares upon RSU vesting and the disposal (withholding) of 961 shares at $106.63 to satisfy tax obligations.

How many WDC shares does the reporting person own after these transactions?

The filing shows the reporting person beneficially owns 135,015 shares following the reported transactions.

Were the share disposals a market sale or tax withholding?

The filing indicates the 961-share disposal was for payment of tax obligations by withholding securities incident to vesting in accordance with Rule 16b-3(e).

What caused the 79.7733 share increase in holdings?

Those shares represent dividend equivalent rights that were converted into and paid in the form of common stock on a one-for-one basis when related RSUs vested.

Do these transactions indicate a broader change in insider sentiment at WDC?

The filing reflects routine compensation settlement and tax withholding; it does not, by itself, provide evidence of a change in insider sentiment beyond normal equity compensation activity.