[Form 4] Western Digital Corp. Insider Trading Activity

Rhea-AI Filing Summary

Brian Scott Davis, Chief Sales & Marketing Officer of Western Digital Corporation (WDC), reported Section 16 transactions dated 08/25/2025. Dividend equivalent rights tied to vested restricted stock units were converted into common shares on a one-for-one basis, with fractional amounts paid in cash. As part of the vesting, 969 shares were withheld to satisfy tax obligations at an indicated price of $79.22 per share. Following these transactions the reporting person is shown as beneficially owning 124,137 common shares (direct). The Form 4 was signed by an attorney-in-fact on behalf of Mr. Davis on 08/27/2025.

Insights

Corporate Governance Expert

TL;DR: Routine equity compensation settlement and tax withholding; no governance red flags in the filing.

The Form 4 discloses a standard conversion of dividend equivalent rights into common stock tied to restricted stock unit vesting, with fractional rights cash-settled. The separate record of share withholding to cover tax obligations is consistent with typical executive compensation practices and Rule 16b-3 compliance. There is no indication of sales outside of withholding activity and the ownership reported remains direct. This filing appears administrative rather than indicative of strategic insider trading.

Compensation/Equity Plan Analyst

TL;DR: Compensation mechanics executed as expected: DERs converted and shares withheld for taxes.

The filing shows dividend equivalent rights converted one-for-one into common stock upon RSU vesting and a withholding of 969 shares at $79.22 to satisfy taxes, per the explanatory notes. The conversion and withholding are common plan mechanics and suggest standard post-vesting processing. The change in beneficial ownership figures aligns with acquisitions via conversion net of withholding rather than open-market disposition.

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).

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 Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		M		3(1)	A	$0.0	124,137	D
Common Stock	08/25/2025		F		969(2)	D	$79.22	123,168	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)	08/25/2025		M			3.2995	(1)	(1)	Common Stock	3.2995	$0.0	120.6427	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).

	By: /s/ Sandra Garcia Attorney-in-Fact For: Brian Scott Davis	08/27/2025
	** 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

What transactions did Brian Scott Davis report on Form 4 for WDC?

The Form 4 reports conversion of dividend equivalent rights into common shares upon RSU vesting and withholding of 969 shares to satisfy tax obligations.

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

The filing shows the reporting person beneficially owns 124,137 common shares following the reported transactions.

What price was used for the shares withheld for taxes?

The shares withheld to cover taxes are listed at a price of $79.22 per share.

Were any dividend equivalent rights cash-settled?

Yes. Fractional dividend equivalent rights were settled in cash while whole rights were converted one-for-one into common stock.

Was the Form 4 filed by the reporting person or by an agent?

The Form 4 was executed by an attorney-in-fact (/s/ Sandra Garcia) for Brian Scott Davis on 08/27/2025.