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Western Digital director granted dividend rights

A Western Digital director received additional dividend equivalent rights tied to existing RSUs, modestly increasing his derivative-based equity exposure.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WESTERN DIGITAL CORP (symbol: WDC) is the issuer of record for a Form 4 filing submitted to the SEC. MASSENGILL MATTHEW E reported acquisition or exercise transactions in this Form 4 filing.

WESTERN DIGITAL CORP (WDC) reported that director Matthew E. Massengill received an automatic grant of 10.2654 Dividend Equivalent Rights on September 17, 2026. These rights accrued on previously awarded restricted stock units and will vest proportionately with those RSUs. Following this award, he holds 121.1113 Dividend Equivalent Rights directly. Each right represents a contingent right to receive one share of Western Digital common stock or its cash value, and no Rule 10b5-1 trading plan is reported for this transaction.

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Insider MASSENGILL MATTHEW E
Role Director
Type Security Shares Price Value
Grant/Award Dividend Equivalent Rights F1 10.2654 $0.00 $0.00
Holdings After Transaction: Dividend Equivalent Rights — 121.1113 contracts (Direct)
Footnotes (1)
  1. F1. 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.
Dividend Equivalent Rights granted 10.2654 rights Grant to director on September 17, 2026
Dividend Equivalent Rights held after transaction 121.1113 rights Director’s direct holdings following the award
Transaction price per right $0.0000 per right Reported for the September 17, 2026 award
Dividend Equivalent Rights financial
"The dividend equivalent rights accrued on previously awarded restricted stock units"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
restricted stock units (RSUs) financial
"accrued on previously awarded restricted stock units (RSUs) which vest"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
contingent right financial
"Each dividend equivalent right represents a contingent right to receive"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did WDC disclose for Matthew E. Massengill?

Western Digital disclosed that director Matthew E. Massengill received a grant of 10.2654 Dividend Equivalent Rights on September 17, 2026, accruing on previously awarded restricted stock units and vesting proportionately with those RSUs.

How many Dividend Equivalent Rights does the WDC director hold after this Form 4?

After the September 17, 2026 award, the director directly holds 121.1113 Dividend Equivalent Rights. Each right represents a contingent right to receive one share of Western Digital common stock or the cash value thereof.

What are Dividend Equivalent Rights in the WDC Form 4 filing?

The filing states that Dividend Equivalent Rights accrue on previously awarded RSUs and vest proportionately with those RSUs. Each right is a contingent right to receive one share of Western Digital common stock or its cash value.

Was the WDC insider transaction made under a Rule 10b5-1 trading plan?

No. The document-level Rule 10b5-1 checkbox is not marked as being under a plan, and no footnote states that this grant of Dividend Equivalent Rights was made pursuant to a Rule 10b5-1 trading plan.

Is the WDC Form 4 transaction a market purchase or sale of common stock?

No. The Form 4 reports an acquisition of Dividend Equivalent Rights as a grant or award related to existing RSUs, not an open-market purchase or sale of Western Digital common stock.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
MASSENGILL MATTHEW E

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Rights(1)09/17/2026A10.2654 (1) (1)Common Stock10.2654$0.0121.1113D
Explanation of Responses:
1. 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: Matthew Massengill09/21/2026
** Signature of Reporting PersonDate
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)

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