Western Digital officer reports dividend rights conversion and tax withholding

Rhea-AI Filing Summary

Western Digital Corporation’s Chief Sales & Marketing Officer filed a Form 4 reporting routine equity-based compensation activity. On 11/20/2025 and 11/21/2025, dividend equivalent rights tied to restricted stock units were converted into shares of Western Digital common stock on a one-for-one basis at an exercise price of $0.0, consistent with stock-based awards.

On each date, a portion of shares was withheld to cover tax obligations, including 715 shares at a price of $140.23 and 592 shares at $139.19. Following these transactions, the reporting person directly beneficially owned 133,714 shares of Western Digital common stock. The activity reflects standard settlement and tax withholding mechanics for vested equity awards.

Insider Trade Summary

6.959 shares exercised/converted

Mixed 6 txns

Insider Davis Brian Scott

Role Chief Sales & Marketing Office

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	3.152	$0.00	--
Exercise	Common Stock	3	$0.00	--
Tax Withholding	Common Stock	592	$139.19	$82K
Exercise	Dividend Equivalent Rights	3.807	$0.00	--
Exercise	Common Stock	3	$0.00	--
Tax Withholding	Common Stock	715	$140.23	$100K

Holdings After Transaction: Dividend Equivalent Rights — 186.845 shares (Direct); Common Stock — 134,306 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).

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
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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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Sales & Marketing Office

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

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	11/20/2025		M		3(1)	A	$0.0	135,018	D
Common Stock	11/20/2025		F		715(2)	D	$140.23	134,303	D
Common Stock	11/21/2025		M		3(1)	A	$0.0	134,306	D
Common Stock	11/21/2025		F		592(2)	D	$139.19	133,714	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)	11/20/2025		M			3.8072	(1)	(1)	Common Stock	3.8072	$0.0	189.9971	D
Dividend Equivalent Rights	(1)	11/21/2025		M			3.152	(1)	(1)	Common Stock	3.152	$0.0	186.8451	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: Brian Scott Davis	11/24/2025
	** 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 does the Western Digital (WDC) Form 4 filing report?

The Form 4 reports that a Western Digital officer, the Chief Sales & Marketing Officer, had dividend equivalent rights tied to restricted stock units convert into common stock, and that some of those shares were withheld to cover tax obligations.

What transactions occurred in Western Digital (WDC) stock on 11/20/2025 and 11/21/2025?

On 11/20/2025 and 11/21/2025, dividend equivalent rights were converted into shares of Western Digital common stock at an exercise price of $0.0, and shares were also withheld to satisfy tax obligations related to vesting equity awards.

How many Western Digital (WDC) shares were withheld for taxes in this Form 4?

The filing shows tax withholding of 715 shares at a price of $140.23 on 11/20/2025 and 592 shares at $139.19 on 11/21/2025, in connection with the vesting of securities.

How many Western Digital (WDC) shares does the reporting person own after these transactions?

After the reported transactions, the officer beneficially owned 133,714 shares of Western Digital common stock directly, as shown in the final line of Table I.

What are dividend equivalent rights in this Western Digital (WDC) filing?

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. A cash amount was used to settle a fractional dividend equivalent right.

Why were Western Digital (WDC) shares coded as an 'F' transaction on the Form 4?

Transactions coded "F" represent payment of a tax obligation by withholding securities incident to the vesting of securities, which the filing notes is done in accordance with Rule 16b-3(e).