[Form 4] Western Digital Corp. Insider Trading Activity

Rhea-AI Filing Summary

Brian Scott Davis, Chief Sales & Marketing Officer of Western Digital Corp (WDC), reported insider transactions dated August 26-27, 2025. The filing shows a grant of 13,243 restricted stock units (RSUs) on 08/26/2025, which vest and are settled as common stock. On 08/27/2025 dividend equivalent rights were converted into 1.5019 shares and paid in common stock, and 441 shares were withheld and disposed to satisfy tax withholding at a price of $80.67 per share. After these transactions the reporting person beneficially owned 135,971 shares (direct).

Positive

• Material grant of 13,243 RSUs increases alignment of the executive with shareholder interests by converting compensation into equity
• Dividend equivalents converted to shares indicate reinvestment rather than cash-out, modestly increasing direct ownership

Negative

• 441 shares withheld and disposed to satisfy tax obligations, representing a small reduction in net share receipt from the vesting event

Insights

Financial Analyst

TL;DR: Routine executive equity compensation and tax-withholding; modest net increase in share count from RSU settlement.

The Form 4 documents a standard compensation event: an RSU grant of 13,243 units converted into shares and dividend equivalents paid in stock, increasing the reporting person's direct holdings. The disposal of 441 shares at $80.67 each represents tax withholding rather than an opportunistic sale. For investors, this is a non-operational insider action reflecting compensation mechanics rather than a change in corporate outlook.

Corporate Governance Expert

TL;DR: Governance-normal transaction aligning executive pay with shareholder equity; withholding sale is customary to meet tax obligations.

The filing is consistent with Rule 16 compliance and Rule 10b5-1 disclosures where applicable. The conversion of dividend equivalents into shares and the use of withheld shares to satisfy tax obligations are standard practices under equity award plans. No indication of unusual timing, accelerated vesting, or sizable divestiture that would signal governance concerns.

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

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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 & Mrktg Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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(1)	08/26/2025		A		13,243	A	$0.0	136,411	D
Common Stock	08/27/2025		M		1(2)	A	$0.0	136,412	D
Common Stock	08/27/2025		F		441(3)	D	$80.67	135,971	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	(2)	08/27/2025		M			1.5019	(2)	(2)	Common Stock	1.5019	$0.0	119.1408	D

Explanation of Responses:

1. Represents the grant of restricted stock units to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

2. 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.

3. 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	08/28/2025
	** 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 insider Brian Scott Davis report on Form 4?

The Form 4 reports a grant of 13,243 RSUs on 08/26/2025, conversion of dividend equivalents into 1.5019 shares on 08/27/2025, and withholding sale of 441 shares at $80.67 to cover taxes.

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

Following the transactions the reporting person beneficially owned 135,971 shares (direct).

Was the sale of shares a market sale or tax withholding?

The filing states the 441 shares were disposed to satisfy tax withholding incident to the vesting of securities.

Did the filing indicate any option exercises or derivative transactions?

Yes, the filing shows dividend equivalent rights converted into 1.5019 shares; no option exercises with cash proceeds were reported.

At what price were the withheld shares disposed?

The withheld shares were disposed at a price of $80.67 per share as reported on the Form 4.