Western Digital (NASDAQ: WDC) officer nets stock after award vesting and tax withholding

Rhea-AI Filing Summary

Western Digital’s Chief Sales & Marketing Officer Brian Scott Davis reported equity award activity. On February 25, 2026, dividend equivalent rights were exercised and converted into 6.5619 dividend equivalent rights and 6 shares of common stock at $0.0000 per share as part of restricted stock unit vesting. Following these transactions, he held 215.0754 dividend equivalent rights and 120,870 shares of common stock before tax withholding.

To satisfy tax obligations related to the vesting, 849 shares of common stock were withheld at a value of $290.9500 per share, leaving Davis with 120,021 directly owned common shares. The filing characterizes this as payment of tax obligations by withholding securities rather than an open-market sale.

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^*

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 & Mrktng Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		M		6(1)	A	$0.0	120,870	D
Common Stock	02/25/2026		F		849(2)	D	$290.95	120,021	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)	02/25/2026		M			6.5619	(1)	(1)	Common Stock	6.5619	$0.0	215.0754	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	02/27/2026
	** 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.

FAQ

What insider transactions did Western Digital (WDC) report for Brian Scott Davis?

Western Digital reported that Brian Scott Davis exercised dividend equivalent rights and related equity awards, receiving common shares and settling associated tax obligations through share withholding, as disclosed for transactions on February 25, 2026.

How many Western Digital shares did Brian Scott Davis acquire in this Form 4?

Brian Scott Davis acquired 6.5619 dividend equivalent rights and 6 shares of Western Digital common stock at zero exercise price, linked to the vesting of restricted stock units and associated dividend equivalent rights.

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

The filing shows 849 shares of Western Digital common stock were withheld at $290.9500 per share to satisfy tax obligations arising from the vesting of equity awards, under Rule 16b-3(e).

What is Brian Scott Davis’s Western Digital share ownership after these transactions?

After the reported transactions, Brian Scott Davis directly owned 120,021 shares of Western Digital common stock and 215.0754 dividend equivalent rights, according to the Form 4 disclosure.

Were Brian Scott Davis’s Western Digital transactions open-market buys or sells?

The transactions were not open-market trades. They reflect the exercise and conversion of dividend equivalent rights into common stock and the withholding of shares to pay tax obligations tied to vesting equity awards.

What are dividend equivalent rights in the Western Digital Form 4 for WDC?

The dividend equivalent rights represent amounts that converted into Western Digital common stock on a one-for-one basis when related restricted stock units vested, with any fractional right settled in cash for the holder.