[Form 4] Western Digital Corp. Insider Trading Activity

Rhea-AI Filing Summary

Brian Scott Davis, Chief Sales & Marketing Officer at Western Digital Corp (WDC), reported insider transactions dated 08/21/2025. The filing shows the conversion of dividend equivalent rights into common stock, resulting in an acquisition recorded as an non‑derivative addition that brought beneficial ownership to 126,505 shares before a subsequent withholding disposition. A separate disposition of 2,371 shares occurred at a price of $74.66 to satisfy tax withholding, leaving reported beneficial ownership of 124,134 shares. Transactions were signed by an attorney‑in‑fact on 08/25/2025. The filing notes fractional dividend equivalents were settled in cash.

Positive

• Conversion of dividend equivalents into shares increased reported beneficial ownership to 126,505 shares, reflecting vesting of compensation.
• Disclosure is timely and specific, including transaction codes, prices, and the tax‑withholding disposition, supporting transparent Section 16 reporting.

Negative

• Disposition of 2,371 shares at $74.66 reduced holdings to 124,134 shares, though it is disclosed as a tax withholding rather than a sale for cash proceeds.

Insights

Securities Reporting Analyst

TL;DR: Routine Section 16 report showing RSU dividend equivalents converted to shares and share withholding for taxes.

The Form 4 discloses standard compensation-related activity rather than open‑market trading: dividend equivalent rights tied to restricted stock units were converted one‑for‑one into common shares, increasing the officer's reported holdings to 126,505 shares before tax withholding. The subsequent disposition of 2,371 shares at $74.66 is explicitly for tax withholding. There is no indication of discretionary sale for investment purposes or material control changes. For investor monitoring, these are routine insider compensation mechanics that update beneficial ownership counts.

Corporate Governance Expert

TL;DR: Disclosure aligns with typical executive equity vesting and tax withholding practices; no governance red flags.

The filing identifies the reporting person as an officer and documents conversion of dividend equivalent rights into shares tied to RSU vesting, plus share withholding to satisfy tax obligations. Signatures include an attorney‑in‑fact, indicating administrative processing. There are no indications of unusual timing, large unexplained sales, or transfers to related parties. This appears consistent with company equity compensation administration and routine compliance with Section 16 reporting.

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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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 & Marketing Office

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		M		8(1)	A	$0.0	126,505	D
Common Stock	08/21/2025		F		2,371(2)	D	$74.66	124,134	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)	08/21/2025		M			8.0672	(1)	(1)	Common Stock	8.0672	$0.0	123.9422	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	08/25/2025
	** 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

Who filed the Form 4 for WDC and what is their role?

The Form 4 was filed on behalf of Brian Scott Davis, the company's Chief Sales & Marketing Officer.

What transactions were reported on 08/21/2025 in the WDC Form 4?

The filing reports conversion of dividend equivalent rights into common stock (resulting in 126,505 shares reported) and a disposition of 2,371 shares at $74.66 for tax withholding.

Why were 2,371 WDC shares disposed of according to the filing?

The filing states the 2,371 shares were withheld to satisfy tax obligations incident to the vesting of securities, per Rule 16b‑3(e).

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

After the reported transactions, the filing shows beneficial ownership of 124,134 shares.

Were fractional dividend equivalents settled in cash or shares in the WDC filing?

Fractional dividend equivalent rights were settled in cash, while full dividend equivalents converted one‑for‑one into shares.