Was the 20,595-share disposition by Western Digital’s CPO an open-market sale?

No. The 20,595-share disposition was a tax-withholding transaction, not an open-market sale. Shares were withheld by Western Digital to satisfy tax obligations arising from vesting, in accordance with Rule 16b-3(e), which is a standard administrative mechanism for equity compensation.

Western Digital (NASDAQ: WDC) CPO logs equity awards and 20,595-share tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Western Digital Corp’s Chief Product Officer Ahmed Mohammed reported routine equity compensation activity. On March 17, 2026, dividend equivalent rights covering 196.5574 units were exercised and settled in 196 shares of common stock. On the same date, 20,595 shares were withheld at $313.81 per share to cover tax obligations related to vesting, leaving Mohammed with 164,319 directly owned common shares, including shares previously acquired under the employee stock purchase plan. On March 18, 2026, he received a grant of 75.7646 dividend equivalent rights, bringing his dividend equivalent rights balance to 450.8467. These transactions reflect compensation vesting and tax withholding rather than open‑market buying or selling.

Insider Trade Summary

196.557 shares exercised/converted

Mixed 4 txns

Insider Shihab Ahmed Mohammed

Role Chief Product Officer

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	75.765	$0.00	--
Exercise	Dividend Equivalent Rights	196.557	$0.00	--
Exercise	Common Stock	196	$0.00	--
Tax Withholding	Common Stock	20,595	$313.81	$6.46M

Holdings After Transaction: Dividend Equivalent Rights — 450.847 shares (Direct); Common Stock — 184,914 shares (Direct)

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. Includes 484 shares acquired under the Issuer's Employee Stock Purchase Plan on November 30, 2025. 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.

Form 4 Insider Transactions: What Each Field Means →

03/19/2026 - 05:38 PM

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^*

Shihab Ahmed Mohammed

(Last)

(First)

(Middle)

C/O WESTERN DIGITAL CORPORATION

5601 GREAT OAKS PARKWAY

(Street)

SAN JOSE

CALIFORNIA

95119

(City)

(State)

(Zip)

UNITED STATES

(Country)

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 Product Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/17/2026		M		196⁽¹⁾	A	$0.0	184,914⁽²⁾	D
Common Stock	03/17/2026		F		20,595⁽³⁾	D	$313.81	164,319	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Rights	⁽¹⁾	03/17/2026		M			196.5574	⁽¹⁾	⁽¹⁾	Common Stock	196.5574	$0.0	375.0821	D
Dividend Equivalent Rights	⁽⁴⁾	03/18/2026		A		75.7646		⁽⁴⁾	⁽⁴⁾	Common Stock	75.7646	$0.0	450.8467	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. Includes 484 shares acquired under the Issuer's Employee Stock Purchase Plan on November 30, 2025.

3. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

4. 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: Ahmed Mohammed Shihab	03/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Western Digital (WDC) report for its Chief Product Officer?

Western Digital reported that Chief Product Officer Ahmed Mohammed exercised dividend equivalent rights into 196 common shares and had 20,595 shares withheld for taxes. He also received a new grant of 75.7646 dividend equivalent rights, reflecting routine equity compensation activity and related tax settlement.

How many Western Digital (WDC) shares does the CPO hold after this Form 4?

After these transactions, Ahmed Mohammed directly holds 164,319 shares of Western Digital common stock. This amount includes 484 shares acquired under the company’s Employee Stock Purchase Plan, as described in the footnotes, showing his ongoing equity stake in the business.

What are dividend equivalent rights in Western Digital (WDC) equity awards?

Dividend equivalent rights at Western Digital accrue on previously awarded restricted stock units and vest proportionately with those units. Each right represents a contingent claim to receive one share of common stock or its cash value, aligning executive compensation with shareholder returns over time.

Did Western Digital (WDC) grant new equity-linked awards to its Chief Product Officer?

Yes. On March 18, 2026, Ahmed Mohammed received a grant of 75.7646 dividend equivalent rights tied to restricted stock units. Following this grant, his total dividend equivalent rights position was 450.8467, providing additional contingent exposure to Western Digital common stock.

How does this Western Digital (WDC) Form 4 impact existing shareholders?

The Form 4 reflects routine vesting of restricted stock units, associated dividend equivalent rights, and tax withholding. It does not describe any open-market purchases or sales by the Chief Product Officer, so the filing primarily documents compensation-related share movements already contemplated in existing award agreements.