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.

Available on EDGAR 09/21/2026 - 06:33 PM EDT Accepted by SEC EDGAR 09/21/2026 - 06:32 PM EDT Learn about SEC filing dates

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.

Insider Trade Summary

8.3863 shares exercised/converted

Exercise 4 txns

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 rights (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.

Key Figures

Dividend equivalent rights converted: 8.3863 rights Common shares received from conversion: 8.3860 shares Shares withheld for tax: 963.034 shares +2 more

5 metrics

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

Key Terms

Dividend Equivalent Rights, restricted stock units, Rule 16b-3(e), contingent right

4 terms

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 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^*

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)

	Director		10% Owner
X	Officer (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)

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	09/20/2026		M		8.386(1)	A	$0.0	100,454.386	D
Common Stock	09/20/2026		F		963.034(2)	D	$441.36	99,491.352	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	(3)	09/17/2026		A		16.8107		(3)	(3)	Common Stock	16.8107	$0.0	174.0694	D
Dividend Equivalent Rights	(1)	09/20/2026		M			8.3863	(1)	(1)	Common Stock	8.3863	$0.0	165.6831	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).

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 Davis	09/21/2026
	** 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)