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Western Digital insider tax-withholds 1,235 shares after RSU vesting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Western Digital Corp. (WDC) — Form 4 insider filing submitted 06/23/2025

Chief of Global Operations Vidyadhara K. Gubbi disclosed routine equity activity associated with the vesting of restricted stock units (RSUs) and related dividend-equivalent rights (DERs).

  • 06/20/2025 — Transaction M: 6 common shares issued at $0.00 upon conversion of DERs.
  • 06/20/2025 — Transaction F: 1,235 shares withheld at $59.29 to satisfy statutory tax obligations.
  • Post-transaction direct ownership: 172,413 common shares.
  • Derivative activity: 217.6346 DERs credited on 06/18/2025 (code A); 6.1801 DERs converted; 211.4545 DERs remain outstanding.

The net change is a reduction of 1,229 shares. All movements stem from compensation-related mechanics; no discretionary open-market trades were reported.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine RSU vesting; negligible share reduction, no market signal.

The Form 4 shows automatic issuance of 6 shares and withholding of 1,235 shares for taxes, leaving the insider with 172,413 shares. Such tax-related disposals are standard for RSU vesting and do not indicate a change in sentiment. The dollar value (~$73k) is immaterial relative to typical trading volumes and corporate valuation, so the filing is unlikely to influence WDC’s share price.

TL;DR: Compliance-driven disclosure; maintains transparency, no governance concern.

Western Digital continues to file insider transactions promptly, demonstrating adherence to Section 16 reporting obligations. The use of transaction code F for tax withholding and code M for DER conversion aligns with best practices. No patterns of systematic selling are evident, and the insider retains a sizable equity stake, supporting alignment with shareholders.

Insider Gubbi Vidyadhara K
Role Chief of Global Ops
Type Security Shares Price Value
Exercise Dividend Equivalent Rights 6.1801 $0.00 $0.00
Exercise Common Stock 6 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 1,235 $59.29 $73K
Grant/Award Dividend Equivalent Rights 217.6346 $0.00 $0.00
Holdings After Transaction: Dividend Equivalent Rights — 211.4545 shares (Direct); Common Stock — 172,413 shares (Direct)
Footnotes (3)
  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).
  3. F3. 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.

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

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Form 4 Insider Transactions: What Each Field Means →

FAQ

How many Western Digital (WDC) shares does Vidyadhara K. Gubbi now own?
After the reported transactions, the insider directly owns 172,413 common shares.

What was the purpose of the 1,235 WDC shares disposed on 06/20/2025?
The shares were withheld at $59.29 to cover tax liabilities triggered by RSU vesting (transaction code F).

Were any open-market purchases or sales reported in this Form 4?
No. All activity relates to automatic RSU and DER conversions; no discretionary market trades were disclosed.

What derivative securities are involved in this filing?
The insider received 217.6346 dividend-equivalent rights on 06/18/2025; 211.4545 DERs remain after a 6.1801-share conversion.

Does this Form 4 suggest a change in insider sentiment toward WDC stock?
The transactions are compensation-driven and routine, so they do not signal a change in sentiment.
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*
Gubbi Vidyadhara K
(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 of Global Ops
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 6(1) A $0.0 173,648 D
Common Stock 06/20/2025 F 1,235(2) D $59.29 172,413 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 217.6346 (3) (3) Common Stock 217.6346 $0.0 217.6346 D
Dividend Equivalent Rights (1) 06/20/2025 M 6.1801 (1) (1) Common Stock 6.1801 $0.0 211.4545 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: Vidyadhara K. Gubbi 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.

Source: View Original Filing on SEC EDGAR