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Western Digital (WDC) CFO covers tax via RSU share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WESTERN DIGITAL CORP Chief Financial Officer Kris Sennesael reported equity compensation-related transactions involving company stock. On May 20, 2026, he exercised awards linked to Dividend Equivalent Rights, converting 141.6534 rights into an equal number of common shares. In connection with vesting, the company withheld 18,374 common shares at $459.62 per share to satisfy tax obligations under Rule 16b-3(e). After these transactions, Sennesael directly held 169,733 shares of Western Digital common stock, indicating a routine adjustment from compensation vesting rather than an open-market trade.

Positive

  • None.

Negative

  • None.
Insider Sennesael Kris
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Dividend Equivalent Rights 141.653 $0.00 --
Exercise Common Stock 141 $0.00 --
Tax Withholding Common Stock 18,374 $459.62 $8.45M
Holdings After Transaction: Dividend Equivalent Rights — 436.436 shares (Direct, null); Common Stock — 188,107 shares (Direct, null)
Footnotes (1)
  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. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
Tax-withheld shares 18,374 shares at $459.62 Shares withheld to satisfy tax obligation on May 20, 2026
Shares held after tax withholding 169,733 shares Direct common stock holdings following tax-withholding disposition
Dividend Equivalent Rights converted 141.6534 rights Converted into an equal number of common shares on vesting
Dividend Equivalent Rights remaining 436.4362 rights Derivative balance after conversion on May 20, 2026
Non-derivative shares from exercise 141 shares Common stock acquired via derivative exercise/conversion
Dividend Equivalent Rights financial
"The dividend equivalent rights were converted into, and paid in the form of, shares of the Issuer's common stock..."
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 equivalent rights relate."
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)."
Form 4 Insider Transactions: What Each Field Means →
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*
Sennesael Kris
(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 Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026		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 Stock05/20/2026M141(1)A$0.0188,107D
Common Stock05/20/2026F18,374(2)D$459.62169,733D
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(1)05/20/2026M141.6534 (1) (1)Common Stock141.6534$0.0436.4362D
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: Kris Sennesael05/22/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Western Digital (WDC) CFO Kris Sennesael report in this Form 4?

He reported equity compensation-related transactions, including the vesting of awards and related tax withholding. Shares were withheld to cover tax obligations, and dividend equivalent rights were converted into common stock, reflecting routine compensation mechanics rather than open-market buying or selling.

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

The company withheld 18,374 shares of common stock at $459.62 per share to cover Sennesael’s tax obligations. This tax-withholding disposition occurred when equity awards vested, a standard method for paying taxes on stock-based compensation without separate cash payments.

How many Western Digital shares does the CFO hold after these transactions?

Following the reported transactions, Kris Sennesael directly held 169,733 shares of Western Digital common stock. This post-transaction balance reflects the impact of both the tax-withholding share reduction and the additional shares received from the conversion of dividend equivalent rights tied to vested awards.

What are Dividend Equivalent Rights in the Western Digital Form 4 for WDC?

Dividend Equivalent Rights are derivative awards that track dividends on underlying stock. In this case, 141.6534 rights were converted into an equal number of Western Digital common shares upon vesting of related restricted stock units, with a small fractional amount settled in cash for the holder.

Did the Western Digital CFO sell WDC shares on the open market in this Form 4?

The filing shows a tax-withholding disposition of 18,374 shares, not an open-market sale. Shares were withheld by the issuer to satisfy tax obligations on vested awards, a mechanical process distinct from discretionary buying or selling on the public market.

What derivative position remains for the Western Digital CFO after these transactions?

After converting 141.6534 Dividend Equivalent Rights into common shares, the filing reports a remaining balance of 436.4362 Dividend Equivalent Rights. These rights continue to represent additional derivative-based exposure linked to Western Digital common stock for the reporting officer.