Western Digital (WDC) CEO gets stock from dividends, covers taxes in shares

Rhea-AI Filing Summary

Western Digital CEO Irving Tan reported routine equity compensation activity. Dividend equivalent rights converted into 49.3438 shares of common stock in connection with restricted stock unit vesting, while 1,042 shares were withheld to cover tax obligations under Rule 16b-3(e). After these transactions, he directly holds 618,150 shares of common stock.

Insights

Insider transactions and executive compensation analyst

Routine CEO equity vesting with tax withholding, no open-market trades.

Chief Executive Officer Irving Tan had dividend equivalent rights convert into 49.3438 shares of Western Digital common stock at an exercise price of $0.00. This occurred in connection with the vesting of related restricted stock units, indicating standard compensation mechanics rather than a discretionary purchase.

The filing also shows 1,042 common shares withheld at $293.10 per share to satisfy tax obligations, classified as a tax-withholding disposition, not an open-market sale. Following these events, Tan holds 618,150 common shares directly, suggesting the net effect is a modest increase in vested equity and is best viewed as routine, neutral from a signaling standpoint.

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^*

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/20/2026		M		49(1)	A	$0	619,192	D
Common Stock	03/20/2026		F		1,042(2)	D	$293.1	618,150	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)	03/20/2026		M			49.3438	(1)	(1)	Common Stock	49.3438	$0	948.8441	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).

	/s/ Sandra Garcia Attorney-in-Fact for Irving Tan	03/24/2026
	** 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)

FAQ

What insider transactions did Western Digital (WDC) CEO Irving Tan report?

Irving Tan reported routine equity compensation events. Dividend equivalent rights converted into 49.3438 common shares, and 1,042 shares were withheld to cover taxes related to vesting. No open-market purchases or sales occurred; these actions reflect standard stock-based compensation mechanics.

Did the Western Digital (WDC) CEO buy or sell shares on the open market?

The CEO did not trade on the open market. Shares were acquired through conversion of dividend equivalent rights tied to restricted stock units, and 1,042 shares were withheld to pay taxes. The filing shows compensation-related activity, not discretionary buying or selling of stock.

How many Western Digital (WDC) shares does CEO Irving Tan hold after this Form 4?

After these transactions, Irving Tan directly holds 618,150 shares of Western Digital common stock. This reflects the net effect of dividend-equivalent conversions and tax-withholding, and provides a snapshot of his direct ownership following the March 20, 2026 compensation-related events disclosed.

What are dividend equivalent rights in the Western Digital (WDC) CEO’s Form 4?

Dividend equivalent rights mirror dividends on underlying awards like restricted stock units. In this case, they converted one-for-one into 49.3438 Western Digital common shares upon vesting of related RSUs, with any fractional amount settled in cash, as described in the filed footnote disclosure.

Why were 1,042 Western Digital (WDC) shares disposed of in the CEO’s filing?

The 1,042 shares were withheld to satisfy tax obligations when equity awards vested, at a price of $293.10 per share. This is classified as a tax-withholding disposition under Rule 16b-3(e), and is distinct from an open-market sale initiated for portfolio or valuation reasons.

Is the Western Digital (WDC) CEO’s Form 4 considered a bullish or bearish signal?

The Form 4 appears neutral. It reflects routine equity compensation: conversion of dividend equivalent rights into 49.3438 shares and tax withholding of 1,042 shares. No open-market buying or selling is reported, so it mainly documents standard vesting and associated tax payments.