[Form 4] Western Digital Corp. Insider Trading Activity

Rhea-AI Filing Summary

Insider activity at Western Digital (WDC): Vidyadhara K. Gubbi, Chief of Global Operations and an officer of Western Digital, reported transactions on 08/25/2025. Dividend equivalent rights were converted into common stock on a one-for-one basis when related restricted stock units vested, with fractional dividend equivalents settled in cash.

The report shows an addition of shares via conversion (listed as 3.8841 dividend-equivalent units converting to common stock) and a separate withholding disposition of 1,140 shares to satisfy tax withholding at an average price of $79.22. Beneficial ownership after the reported transactions is shown as 146,792 shares (down from 147,932 prior to the withholding transaction). The Form 4 is signed by an attorney-in-fact on behalf of Mr. Gubbi on 08/27/2025.

Positive

• Dividend equivalent rights converted to shares on a one-for-one basis, increasing beneficially owned common stock via non-cash compensation
• Disclosure follows Rule 16b-3(e) for withholding-tax settlement, indicating use of standard plan mechanics and compliance with reporting rules

Negative

• 1,140 shares withheld to satisfy tax obligations, reducing direct holdings from 147,932 to 146,792
• Withholding executed at $79.22 per share, representing a taxable-event disposition of insider shares

Insights

Financial Analyst

TL;DR: Insider received shares via dividend-equivalent conversion and withheld 1,140 shares to pay taxes; net holdings modestly declined.

The Form 4 discloses a non-cash conversion of dividend equivalent rights into common stock concurrent with RSU vesting and a taxable-event share withholding of 1,140 shares at a reported price of $79.22. The conversion increases share count by the converted units while the withholding reduced directly held shares from 147,932 to 146,792. This activity appears routine around RSU vesting and tax settlement and is not a material change to total ownership for a company the size of WDC based solely on the provided figures.

Corporate Governance Expert

TL;DR: Transactions reflect standard executive compensation mechanics (RSU vesting, dividend-equivalent conversion, tax withholding).

The disclosure follows standard Section 16 reporting: dividend equivalent rights were converted one-for-one into common stock and fractional amounts were cash-settled, consistent with plan terms. The payment of tax obligations by withholding 1,140 shares is described as occurring pursuant to Rule 16b-3(e), indicating compliance with customary insider transaction exemptions. No indication of derivative grants beyond the conversion is presented and the filing is signed by an attorney-in-fact, which is common practice.

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

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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^*

Gubbi Vidyadhara K

(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 of Global Operations

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		3(1)	A	$0.0	147,932	D
Common Stock	08/25/2025		F		1,140(2)	D	$79.22	146,792	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			3.8841	(1)	(1)	Common Stock	3.8841	$0.0	156.2915	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: Vidyadhara K. Gubbi	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 did WDC insider Vidyadhara K. Gubbi report on Form 4?

The Form 4 reports conversion of dividend equivalent rights into common stock upon RSU vesting and the withholding of 1,140 shares to satisfy tax obligations.

How many shares did Mr. Gubbi own after the reported transactions?

The filing shows beneficial ownership of 146,792 shares following the reported transactions.

At what price were shares withheld to cover taxes?

The withholding transaction is reported at a price of $79.22 per share.

When were the transactions executed?

The transactions are reported with a transaction date of 08/25/2025, and the Form 4 was signed on 08/27/2025.

Were fractional dividend equivalents paid in cash?

Yes. The filing states that a cash amount was paid to settle a fractional dividend equivalent right.