Western Digital (WDC) CEO adjusts holdings via award vesting and tax shares

Rhea-AI Filing Summary

Western Digital Corp Chief Executive Officer Irving Tan reported equity award activity involving dividend equivalents and common stock. On March 3, 2026, dividend equivalent rights representing 92.8686 units were converted into and paid in 92 shares of Western Digital common stock in connection with the vesting of related restricted stock units. A separate cash payment settled a fractional dividend equivalent right.

On the same date, 3,512 shares of common stock were disposed of at $250.61 per share to satisfy tax withholding obligations tied to the vesting of securities, a non-open-market, tax-related transaction. After these transactions, Tan directly held 619,143 shares of Western Digital common stock.

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

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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^*

Tan Irving

(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)

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

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

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	03/03/2026		M		92(1)	A	$0.0	622,655	D
Common Stock	03/03/2026		F		3,512(2)	D	$250.61	619,143	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)	03/03/2026		M			92.8686	(1)	(1)	Common Stock	92.8686	$0.0	875.6132	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: Irving Tan	03/05/2026
	** 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 did Western Digital (WDC) CEO Irving Tan report in this Form 4 filing?

Irving Tan reported equity award activity, including the conversion of 92.8686 dividend equivalent rights into 92 common shares upon restricted stock unit vesting, and a related tax-withholding share disposition. These transactions reflect routine compensation and tax events rather than open-market trading activity.

How many Western Digital (WDC) shares were used for tax withholding in this filing?

The filing shows 3,512 Western Digital common shares were disposed of at $250.61 per share to cover tax obligations upon vesting of equity awards. This tax-withholding disposition is coded as an "F" transaction and is not an open-market sale by the CEO.

How many Western Digital (WDC) shares does CEO Irving Tan hold after these transactions?

After the reported equity award conversions and tax-withholding disposition, Irving Tan directly holds 619,143 shares of Western Digital common stock. This figure reflects his updated direct ownership following the March 3, 2026 vesting and related tax settlement transactions described in the Form 4.

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

Dividend equivalent rights in this context are rights tied to restricted stock units that track dividends. The filing states 92.8686 such rights were converted and paid on a one-for-one basis as 92 Western Digital common shares when the related restricted stock units vested.

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

The Form 4 does not show open-market purchases or sales. It reports a derivative exercise converting dividend equivalent rights into common shares and an "F"-coded disposition of 3,512 shares solely to satisfy tax withholding obligations tied to equity award vesting, not discretionary market trading.