Western Digital officer nets shares after tax withholding

Western Digital Corp Chief Sales & Marketing Officer Brian Scott Davis reported routine equity compensation activity involving common stock and related rights.

Rhea-AI Filing Summary

Western Digital Corp Chief Sales & Marketing Officer Brian Scott Davis reported routine equity compensation activity involving common stock and related rights. On May 25, 2026, 971 shares of common stock were disposed of at $484.28 per share to satisfy tax obligations upon vesting, leaving 103,300 common shares directly owned after that withholding event.

On the same date, Davis also exercised dividend equivalent rights that converted into 7.3619 shares of common stock on a one-for-one basis tied to vested restricted stock units, with remaining dividend equivalent rights of 192.8438. After the common stock acquisition from these conversions, direct ownership increased to 104,271 common shares. No open-market purchases or sales were reported; the activity reflects vesting, derivative conversion, and tax withholding.

Insider Trade Summary

7.3619 shares exercised/converted

Exercise 3 txns

Insider Davis Brian Scott

Role Chief Sales & Mrktng Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	7.3619	$0.00	$0.00
Exercise	Common Stock	7	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	971	$484.28	$470K

Holdings After Transaction: Dividend Equivalent Rights — 192.8438 contracts (Direct); Common Stock — 103,300 shares (Direct)

Footnotes (2)

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).

Key Figures

Tax-withholding shares: 971 shares Tax-withholding price: $484.28 per share Shares after tax withholding: 103,300 shares +3 more

6 metrics

Tax-withholding shares 971 shares Common stock withheld for tax obligation on May 25, 2026

Tax-withholding price $484.28 per share Value used for 971 withheld common shares

Shares after tax withholding 103,300 shares Common stock directly owned after F-code disposition

Shares from dividend equivalent rights 7.3619 shares Common shares received from conversion of dividend equivalent rights

Dividend equivalent rights remaining 192.8438 rights Derivative balance after conversion on May 25, 2026

Shares after conversions 104,271 shares Common stock directly owned after M-code acquisition

Key Terms

Dividend Equivalent Rights, restricted stock units, Rule 16b-3(e), tax-withholding disposition, +1 more

5 terms

Dividend Equivalent Rights financial

"security_title: "Dividend Equivalent Rights""

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 financial

"vesting of restricted stock units to which the dividend equivalent rights relate"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 16b-3(e) regulatory

"withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e)"

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

FAQ

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

What insider transactions did Western Digital (WDC) report for Brian Scott Davis?

Western Digital’s Chief Sales & Marketing Officer Brian Scott Davis reported equity compensation activity, including tax-withholding of 971 common shares and conversion of dividend equivalent rights into 7.3619 common shares, all tied to vesting events rather than open-market trades.

Did the Western Digital (WDC) officer buy or sell shares on the open market?

No open-market purchases or sales were reported. The filing shows shares withheld to cover tax obligations and shares acquired through conversion of dividend equivalent rights linked to restricted stock units as they vested.

How many Western Digital (WDC) shares does Brian Scott Davis hold after these transactions?

After tax withholding on vested shares, Davis held 103,300 common shares. Following additional acquisition through conversion of dividend equivalent rights, his direct common stock holdings increased to 104,271 shares, as reported in the filing.

What is the significance of the 971 Western Digital (WDC) shares at $484.28?

The 971 shares valued at $484.28 per share were withheld to pay tax obligations related to vesting securities. This tax-withholding disposition is a non-market transaction and does not represent a discretionary share sale by the officer.

What are dividend equivalent rights in the Western Digital (WDC) filing?

Dividend equivalent rights in this filing are derivative awards that track dividends on underlying restricted stock units. They were converted into and paid as 7.3619 common shares on a one-for-one basis upon vesting, with a small cash payment for a fractional right.

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

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Accepted by SEC EDGAR 05/27/2026 - 06:41 PM Learn about SEC filing dates

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^*

Davis Brian Scott

(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 Sales & Mrktng Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/25/2026		M		7(1)	A	$0.0	104,271	D
Common Stock	05/25/2026		F		971(2)	D	$484.28	103,300	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)	05/25/2026		M			7.3619	(1)	(1)	Common Stock	7.3619	$0.0	192.8438	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	05/27/2026
	** 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)