STOCK TITAN

Western Digital CEO gets 16,548 RSUs, shifts 209K shares

WESTERN DIGITAL CORP (WDC) director and Chief Executive Officer Irving Tan reported several equity compensation-related transactions.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WESTERN DIGITAL CORP (WDC) director and Chief Executive Officer Irving Tan reported several equity compensation-related transactions. On August 25–26, 2026, dividend equivalent rights were converted into about 74.447 shares of common stock in connection with vesting of restricted stock units, and 16,548 restricted stock units were granted. To cover tax obligations upon vesting, 3,790 shares of common stock were withheld at prices of $450.75 and $468.88 per share. A footnote also states that 209,000 shares were transferred to Tan’s personal investment company as a change in form of beneficial ownership exempt under Rule 16a-13.

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Insider Tan Irving
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Dividend Equivalent Rights F1 42.4157 $0.00 $0.00
Exercise Common Stock F1 42 $0.00 $0.00
Tax Withholding Common Stock F3 3,314 $468.88 $1.55M
Exercise Dividend Equivalent Rights F1 32.0313 $0.00 $0.00
Exercise Common Stock F1, F2 32 $0.00 $0.00
Tax Withholding Common Stock F3 476 $450.75 $215K
Grant/Award Common Stock F4 16,548 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Dividend Equivalent Rights — 773.9385 contracts (Direct); Common Stock — 379,147 shares (Direct); Common Stock — 209,000 shares (Indirect, by Personal Inv. Co.)
Footnotes (4)
  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. Since the date of the Reporting Person's last Form 4, the Reporting Person transferred 209,000 shares of the Issuer's common stock to the Reporting Person's personal investment company, organized under the laws of the Bahamas, of which the Reporting Person is the sole shareholder. The transfer constituted a change in form of beneficial ownership exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended.
  3. F3. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
  4. F4. 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.
Dividend equivalent rights converted 74.447 shares of common stock Converted on August 25–26, 2026 in connection with RSU vesting
RSU grant 16,548 restricted stock units Grant to the Reporting Person on August 25, 2026
Shares withheld for taxes (total) 3,790 shares of common stock Withheld incident to vesting of securities under Rule 16b-3(e)
Tax withholding price $450.75 per share Applied to 476 shares of common stock on August 25, 2026
Tax withholding price $468.88 per share Applied to 3,314 shares of common stock on August 26, 2026
Indirect holdings after transfer 209,000 shares of common stock Held indirectly by personal investment company as of August 25, 2026
Dividend Equivalent Rights financial
"The dividend equivalent rights were converted into, and paid in the form of"
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.
beneficial ownership financial
"change in form of beneficial ownership exempt from Section 16 pursuant"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Rule 16a-13 regulatory
"exempt from Section 16 pursuant to Rule 16a-13 under the Securities"
Rule 16b-3(e) regulatory
"withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e)"

FAQ

What equity awards did WDC CEO Irving Tan receive in this Form 4?

Irving Tan received a grant of 16,548 restricted stock units, each representing a contingent right to one share of Western Digital common stock, as disclosed in footnote F4.

How many Western Digital (WDC) shares were issued from dividend equivalent rights?

Dividend equivalent rights converted into approximately 74.447 shares of Western Digital common stock in total, tied to the vesting of related restricted stock units on August 25–26, 2026.

How many WDC shares were withheld to cover Irving Tan’s tax obligations?

A total of 3,790 shares of Western Digital common stock were withheld to pay tax obligations associated with vesting, consisting of 476 shares at $450.75 and 3,314 shares at $468.88 per share.

At what prices were Western Digital (WDC) shares withheld for taxes?

Shares were withheld at per-share prices of $450.75 for 476 shares and $468.88 for 3,314 shares, in each case to satisfy tax obligations incident to vesting of securities.

What is the 209,000-share transfer mentioned for WDC CEO Irving Tan?

Footnote F2 states that 209,000 shares of Western Digital common stock were transferred to Irving Tan’s personal investment company in the Bahamas, as a change in form of beneficial ownership exempt from Section 16 under Rule 16a-13.

Does this WDC Form 4 indicate any open-market stock sales by Irving Tan?

No. The filing shows tax-withholding dispositions and a change in form of ownership, but no open-market purchase or sale transactions; the dispositions are for tax obligations and exempt ownership restructuring.

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SEC Form 4
FORM 4UNITED 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*
Tan Irving

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/25/2026M32(1)A$0.0366,347(2)D
Common Stock08/25/2026F476(3)D$450.75365,871D
Common Stock(4)08/25/2026A16,548A$0.0382,419D
Common Stock08/26/2026M42(1)A$0.0382,461D
Common Stock08/26/2026F3,314(3)D$468.88379,147D
Common Stock209,000Iby Personal Inv. Co.
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Rights(1)08/25/2026M32.0313 (1) (1)Common Stock32.0313$0.0816.3542D
Dividend Equivalent Rights(1)08/26/2026M42.4157 (1) (1)Common Stock42.4157$0.0773.9385D
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. Since the date of the Reporting Person's last Form 4, the Reporting Person transferred 209,000 shares of the Issuer's common stock to the Reporting Person's personal investment company, organized under the laws of the Bahamas, of which the Reporting Person is the sole shareholder. The transfer constituted a change in form of beneficial ownership exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended.
3. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
4. 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.
By: /s/ Sandra Garcia Attorney-in-Fact For: Irving Tan08/27/2026
** Signature of Reporting PersonDate
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)