WDC CEO Irving Tan reports dividend rights conversion, tax withholding

Rhea-AI Filing Summary

Western Digital Corp (WDC) Chief Executive Officer and Director Irving Tan reported equity transactions in company stock. On 11/25/2025, dividend equivalent rights tied to previously granted restricted stock units were converted into 21 shares of Western Digital common stock at an exercise price of $0.0, increasing his direct holdings.

On the same date, 374 shares of common stock were withheld at a price of $155.41 per share to cover tax obligations related to vesting, a common administrative step for equity awards. After these transactions, Tan directly owned 644,510 shares of Western Digital common stock. These changes reflect routine equity award vesting and related tax withholding rather than an open-market purchase or sale.

Insider Trade Summary

21.258 shares exercised/converted

Mixed 3 txns

Insider Tan Irving

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	21.258	$0.00	--
Exercise	Common Stock	21	$0.00	--
Tax Withholding	Common Stock	374	$155.41	$58K

Holdings After Transaction: Dividend Equivalent Rights — 816.525 shares (Direct); Common Stock — 644,884 shares (Direct)

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).

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Form 4 Insider Transactions: What Each Field Means →

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^*

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)
11/25/2025

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	11/25/2025		M		21(1)	A	$0.0	644,884	D
Common Stock	11/25/2025		F		374(2)	D	$155.41	644,510	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)	11/25/2025		M			21.2584	(1)	(1)	Common Stock	21.2584	$0.0	816.5246	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	11/26/2025
	** 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 on this Form 4?

The Form 4 shows that Irving Tan, Western Digital's Chief Executive Officer and Director, reported the conversion of dividend equivalent rights into common stock and the withholding of shares to pay taxes related to vesting equity awards on 11/25/2025.

How many Western Digital (WDC) shares did Irving Tan receive from dividend equivalent rights?

Dividend equivalent rights converted into 21 shares of Western Digital common stock on 11/25/2025, according to the Form 4 footnote explaining that these rights were paid on a one-for-one basis in connection with vesting restricted stock units.

Why were 374 Western Digital (WDC) shares withheld from Irving Tan?

The Form 4 states that 374 shares of Western Digital common stock were withheld at $155.41 per share as payment of tax obligations incident to the vesting of securities, in accordance with Rule 16b-3(e).

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

Following the reported transactions on 11/25/2025, Irving Tan beneficially owned 644,510 shares of Western Digital common stock in direct ownership, as disclosed in Table I of the Form 4.

Were these Western Digital (WDC) transactions open-market trades by Irving Tan?

No. The Form 4 codes show an M transaction (conversion of derivative securities, specifically dividend equivalent rights) and an F transaction (shares withheld to pay taxes). These relate to equity award vesting and tax withholding rather than open-market buying or selling.

What are dividend equivalent rights in the context of Western Digital (WDC) equity awards?

The filing explains that dividend equivalent rights were converted into, and paid in the form of, shares of Western Digital common stock on a one-for-one basis when the related restricted stock units vested, with a small cash amount used to settle any fractional right.