[Form 4] Western Digital Corp. Insider Trading Activity

Rhea-AI Filing Summary

Irving Tan, Chief Executive Officer and Director of Western Digital Corporation (WDC), reported insider transactions dated 08/25/2025. He received 13.5952 shares through conversion of dividend equivalent rights that vested and were paid one-for-one in common stock, with a cash payment for a fractional share. Separately, 247 shares were withheld and disposed to satisfy tax withholding at $79.22 per share. Reported beneficial ownership following the acquisition was 592,297 shares, and following the withholding disposal was 592,050 shares. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Tan on 08/27/2025.

Positive

• Vesting conversion increased the CEO's direct ownership by 13.5952 shares
• Transparent disclosure of tax-withholding sale and transaction codes in the Form 4

Negative

• Share count reduced by 247 shares due to withholding to satisfy tax obligations
• Transaction included a cash settlement for a fractional share rather than issuance of a full share

Insights

Financial Analyst

TL;DR Routine insider vesting and tax-withholding transactions slightly changed the CEO's share count without indicating strategic buying or selling.

The Form 4 shows a conversion of dividend equivalent rights into 13.5952 shares, increasing beneficial ownership to 592,297 shares, followed by a 247-share withholding disposition at $79.22 to satisfy tax obligations, leaving 592,050 shares. These are administrative transactions tied to compensation vesting and tax settlement rather than open-market investment decisions. The magnitudes are small relative to common equity and appear immaterial to share count or control.

Corporate Governance Expert

TL;DR Disclosure is consistent with Rule 16 reporting for executive compensation vesting and tax withholding; filings appear compliant.

The filing discloses the vesting-related conversion of dividend equivalent rights into common stock and the subsequent withholding of shares under Rule 16b-3(e) to satisfy tax liabilities. Documentation includes the applicable transaction codes and a signature by an attorney-in-fact, which aligns with procedural requirements. No additional governance issues or unexplained transfers are reported within the filing.

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
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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^*

Tan Irving

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		13(1)	A	$0.0	592,297	D
Common Stock	08/25/2025		F		247(2)	D	$79.22	592,050	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			13.5952	(1)	(1)	Common Stock	13.5952	$0.0	528.9725	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: Irving Tan	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 WDC CEO Irving Tan report on Form 4?

He reported conversion of dividend equivalent rights into 13.5952 shares and a 247-share disposal to satisfy tax withholding at $79.22 per share on 08/25/2025.

How many shares did Irving Tan own after the reported transactions?

Beneficial ownership was reported as 592,297 shares after the conversion and 592,050 shares after the withholding disposal.

Why were 247 shares disposed of in the filing?

The filing states the 247-share disposal was for payment of tax obligations by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

What was the price per share for the withheld shares?

The Form 4 shows a withholding price of $79.22 per share for the 247 shares disposed.

When were these transactions executed and who signed the Form 4?

Transactions are dated 08/25/2025 and the Form 4 was signed by /s/ Sandra Garcia, Attorney-in-Fact for Irving Tan on 08/27/2025.