Western Digital exec gets 9 shares, 1,309 for taxes

Q: What did WDC executive Brian Scott Davis report in this Form 4?

Brian Scott Davis reported the conversion of dividend equivalent rights into 9 shares of Western Digital common stock in connection with restricted stock unit vesting, and the withholding of 1,309 shares to cover related tax obligations.

Q: Were the WDC Form 4 transactions open-market buys or sells?

No. The Form 4 for WDC shows no open-market purchases or sales. Shares were acquired through the conversion of dividend equivalent rights, and other shares were withheld to pay taxes on vesting equity awards under Rule 16b-3(e).

Q: How many Western Digital (WDC) shares were withheld for taxes?

A total of 1,309 common shares of Western Digital were withheld and disposed of to satisfy tax obligations, consisting of 716 shares on August 20, 2026, and 593 shares on August 21, 2026.

Q: What are dividend equivalent rights as used in the WDC Form 4?

In this WDC filing, dividend equivalent rights are rights tied to restricted stock units that were converted into and paid in common stock on a one-for-one basis when the underlying units vested, with any fractional right settled in cash.

Q: Was a Rule 10b5-1 trading plan used for the WDC Form 4 transactions?

The filing’s Rule 10b5-1 checkbox is not marked as affirming a trading plan, and the footnotes describe the events as vesting- and tax-related, not as transactions executed under a pre-arranged Rule 10b5-1 plan.

WESTERN DIGITAL CORP (WDC) reported insider equity compensation activity by Chief Sales & Marketing Officer Brian Scott Davis.

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Form Type

Rhea-AI Filing Summary

WESTERN DIGITAL CORP (WDC) reported insider equity compensation activity by Chief Sales & Marketing Officer Brian Scott Davis. On August 20 and 21, 2026, dividend equivalent rights tied to vested restricted stock units were converted into common stock on a one-for-one basis, resulting in the delivery of a total of 9 shares of common stock to the executive, with fractional rights settled in cash. On both dates, a total of 1,309 common shares were withheld and disposed of to satisfy tax obligations, as permitted under Rule 16b-3(e). The filing indicates these are compensation- and tax-related transactions rather than open-market purchases or sales.

Insider Trade Summary

10.4898 shares exercised/converted

Exercise 6 txns

Insider Davis Brian Scott

Role Chief Sales & Mrktng Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights ^F1	4.7532	$0.00	$0.00
Exercise	Common Stock ^F1	4	$0.00	$0.00
Tax Withholding	Common Stock ^F2	593	$459.44	$272K
Exercise	Dividend Equivalent Rights ^F1	5.7366	$0.00	$0.00
Exercise	Common Stock ^F1	5	$0.00	$0.00
Tax Withholding	Common Stock ^F2	716	$469.05	$336K

Holdings After Transaction: Dividend Equivalent Rights — 179.6703 contracts (Direct); Common Stock — 100,303 shares (Direct)

Footnotes (2)

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.
F2. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

Key Figures

Common shares acquired via conversion: 9 shares Shares withheld for taxes: 1,309 shares Tax withholding price August 20, 2026: 469.0500 per share +3 more

6 metrics

Common shares acquired via conversion 9 shares Shares of Western Digital common stock delivered upon conversion of dividend equivalent rights on August 20–21, 2026

Shares withheld for taxes 1,309 shares Common shares withheld and disposed of to satisfy tax obligations related to vesting on August 20–21, 2026

Tax withholding price August 20, 2026 469.0500 per share Per-share value used for 716 Western Digital common shares withheld for tax obligation

Tax withholding price August 21, 2026 459.4400 per share Per-share value used for 593 Western Digital common shares withheld for tax obligation

Dividend equivalent rights converted August 20, 2026 5.7366 rights Converted into and paid in Western Digital common stock in connection with RSU vesting

Dividend equivalent rights converted August 21, 2026 4.7532 rights Converted into and paid in Western Digital common stock in connection with RSU vesting

Key Terms

Dividend Equivalent Rights, restricted stock units, Rule 16b-3(e)

3 terms

Dividend Equivalent Rights financial

"The dividend equivalent rights were converted into, and paid in the form of, shares"

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

"in connection with the vesting of restricted stock units to which the dividend"

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

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

FAQ

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

What did WDC executive Brian Scott Davis report in this Form 4?

Brian Scott Davis reported the conversion of dividend equivalent rights into 9 shares of Western Digital common stock in connection with restricted stock unit vesting, and the withholding of 1,309 shares to cover related tax obligations.

Were the WDC Form 4 transactions open-market buys or sells?

No. The Form 4 for WDC shows no open-market purchases or sales. Shares were acquired through the conversion of dividend equivalent rights, and other shares were withheld to pay taxes on vesting equity awards under Rule 16b-3(e).

How many Western Digital (WDC) shares were withheld for taxes?

A total of 1,309 common shares of Western Digital were withheld and disposed of to satisfy tax obligations, consisting of 716 shares on August 20, 2026, and 593 shares on August 21, 2026.

What are dividend equivalent rights as used in the WDC Form 4?

In this WDC filing, dividend equivalent rights are rights tied to restricted stock units that were converted into and paid in common stock on a one-for-one basis when the underlying units vested, with any fractional right settled in cash.

Was a Rule 10b5-1 trading plan used for the WDC Form 4 transactions?

The filing’s Rule 10b5-1 checkbox is not marked as affirming a trading plan, and the footnotes describe the events as vesting- and tax-related, not as transactions executed under a pre-arranged Rule 10b5-1 plan.

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

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Available on EDGAR 08/24/2026 - 07:00 PM EDT Accepted by SEC EDGAR 08/24/2026 - 06:59 PM EDT

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)
08/20/2026

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	08/20/2026		M		5⁽¹⁾	A	$0.0	101,608	D
Common Stock	08/20/2026		F		716⁽²⁾	D	$469.05	100,892	D
Common Stock	08/21/2026		M		4⁽¹⁾	A	$0.0	100,896	D
Common Stock	08/21/2026		F		593⁽²⁾	D	$459.44	100,303	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⁾	08/20/2026		M			5.7366	⁽¹⁾	⁽¹⁾	Common Stock	5.7366	$0.0	184.4235	D
Dividend Equivalent Rights	⁽¹⁾	08/21/2026		M			4.7532	⁽¹⁾	⁽¹⁾	Common Stock	4.7532	$0.0	179.6703	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	08/24/2026
	** 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