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Western Digital officer reports 963-share tax withholding

WESTERN DIGITAL CORP (WDC) reported that Chief Sales & Mrktng Officer Brian Scott Davis had dividend equivalent rights convert into 8.3860 shares of common stock on September 20, 2026, in connection with vesting restricted stock units.

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Form Type
4

Rhea-AI Filing Summary

WESTERN DIGITAL CORP (WDC) reported that Chief Sales & Mrktng Officer Brian Scott Davis had dividend equivalent rights convert into 8.3860 shares of common stock on September 20, 2026, in connection with vesting restricted stock units. In a related step, 963.034 shares of common stock were withheld that day to pay tax obligations on the vesting. On September 17, 2026, he also received a grant of 16.8107 dividend equivalent rights that accrue on previously awarded restricted stock units. No Rule 10b5-1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider Davis Brian Scott
Role Chief Sales & Mrktng Officer
Type Security Shares Price Value
Exercise Dividend Equivalent Rights F1 8.3863 $0.00 $0.00
Exercise Common Stock F1 8.386 $0.00 $0.00
Tax Withholding Common Stock F2 963.034 $441.36 $425K
Grant/Award Dividend Equivalent Rights F3 16.8107 $0.00 $0.00
Holdings After Transaction: Dividend Equivalent Rights — 165.6831 contracts (Direct); Common Stock — 99,491.352 shares (Direct)
Footnotes (3)
  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. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
  3. F3. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.
Dividend equivalent rights converted 8.3863 rights Converted into common stock on September 20, 2026, on a one-for-one basis
Common shares received from conversion 8.3860 shares Common stock issued September 20, 2026, from dividend equivalent rights vesting
Shares withheld for tax 963.034 shares Withheld September 20, 2026, to pay tax obligations on vesting securities
Per-share value for tax withholding $441.36 per share Value applied to 963.034 withheld shares reported as payment of tax obligation
New dividend equivalent rights granted 16.8107 rights Granted on September 17, 2026, accruing on previously awarded RSUs
Dividend Equivalent Rights financial
"The dividend equivalent rights were converted into, and paid in the form of, shares"
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
"in connection with the vesting of restricted stock units to which the dividend"
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.
Rule 16b-3(e) regulatory
"Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e)"
contingent right financial
"Each dividend equivalent right represents a contingent right to receive one share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transactions did WDC’s Chief Sales & Mrktng Officer report on this Form 4?

He reported conversion of dividend equivalent rights into common stock, a new grant of dividend equivalent rights, and withholding of shares to satisfy tax obligations, all occurring in connection with vesting restricted stock units.

How many Western Digital (WDC) shares were acquired through dividend equivalent conversion?

On September 20, 2026, dividend equivalent rights converted into, and were paid in the form of, 8.3860 shares of Western Digital common stock, with any fractional dividend equivalent right settled in cash.

How many WDC shares were withheld for taxes in this filing?

On September 20, 2026, 963.034 shares of Western Digital common stock were withheld as payment of tax obligations incident to the vesting of securities, in accordance with Rule 16b-3(e).

What new dividend equivalent rights were granted to the WDC officer?

On September 17, 2026, he received a grant of 16.8107 dividend equivalent rights. These accrued on previously awarded restricted stock units and vest proportionately with the restricted stock units to which they relate.

Were the WDC insider’s transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 plan; the document-level checkbox for trades under such a plan is not selected.

What does each dividend equivalent right for WDC represent?

Each dividend equivalent right represents a contingent right to receive one share of Western Digital common stock or the cash value thereof, and they accrue on previously awarded restricted stock units that vest proportionately with those units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
Davis Brian Scott

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Sales & Mrktng Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2026
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 Stock09/20/2026M8.386(1)A$0.0100,454.386D
Common Stock09/20/2026F963.034(2)D$441.3699,491.352D
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(3)09/17/2026A16.8107 (3) (3)Common Stock16.8107$0.0174.0694D
Dividend Equivalent Rights(1)09/20/2026M8.3863 (1) (1)Common Stock8.3863$0.0165.6831D
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).
3. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.
By: /s/ Sandra Garcia Attorney-in-Fact For: Brian Scott Davis09/21/2026
** 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)

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